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 partners, affiliates participating in the distribution, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities (or actions in respect thereof), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with 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 any Underwriter consists of the information described as such in paragraph (b) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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, Act or any road show as defined in Rule 433(h) or the Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, documented legal fees and other expenses reasonably incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersthe directors, affiliates participating in the distributionofficers, directors employees and officers agents of each Underwriter and each person, if any, person who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities ) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement as originally filed or in any amendment thereof, or arise out of or are based upon in the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates)Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, or any Issuer Free Writing Prospectus, any “issuer information” filed Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Rule 433(dSection 5(c) under the Securities Acthereof, or in any road show as defined in Rule 433(h) amendment thereof or the Pricing Disclosure Packagesupplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will agrees to reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) therein in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such or on behalf of any Underwriter through the Representatives expressly specifically for use inclusion therein, it being understood and agreed . This indemnity agreement will be in addition to any liability that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) belowCompany may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph subsection (b) below.

Indemnification of the Underwriters by the Company. The Company agrees to will indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distribution, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, from and against any and all applicable Canadian Securities Laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities ) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, or are based upon the omission or alleged omission 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) any untrue statement or alleged untrue statement of any material fact contained in the Canadian Shelf Prospectus, U.S. Shelf Prospectus, U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the Statutory Prospectus, the Prospectus (or any Supplementary Material, or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus, Prospectus or 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, based upon any such action untrue statement or claim omission, or any such alleged untrue statement or omission, as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, the Prospectus, from any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any of such amendment or supplement(s) documents in reliance upon and in conformity with information relating to any Underwriter written information, if any, furnished to the Company in writing by such any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) belowthe Terms Agreement.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph (bsubsection 9(c) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable out-of-pocket legal fees and other reasonable out-of-pocket expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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, Act or any road show as defined in Rule 433(h) or the Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (b) below; provided, however, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Underwriter to the extent that the sale to the person asserting of any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company with the provisions of Section 4 hereof.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred and documented in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act Act, the Exchange Act, other federal or otherwisestate statutory law or regulation, or the laws or regulations of foreign jurisdictions where 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 lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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, when considered together with to the document to which such amendment or supplement relates), 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(hforegoing) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, ; and will to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any legal or other and all reasonable and properly documented expenses reasonably (including the fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representative in writing by such Underwriter through the Representatives expressly for use thereinin the Registration Statement, any preliminary 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 any Underwriter consists of the information described as such in paragraph (bSection 9(c) below. The indemnity agreement set forth in this Section 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 will indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distribution, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, from and an “Indemnified Party”), against any and all losses, claims, damages or liabilities (or actions in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Base Prospectus, any Preliminary Prospectus, the Statutory Prospectus (or the Prospectus, or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus, Prospectus or 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, based upon any such action untrue statement or claim omission, or any such alleged untrue statement or omission, as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, the Prospectus, from any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any of such amendment or supplement(s) documents in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) belowthe Terms Agreement.

Indemnification of the Underwriters by the Company. The Company agrees to shall indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors officers, employees, and officers agents of such Underwriter and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act from and against any and all losses, claims, liabilities, expenses, and damages (including any and all investigative, legal, and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit, or liabilities (proceeding between any of the indemnified parties and any indemnifying parties or actions in respect thereofbetween any indemnified party and any third party, or otherwise, or any claim asserted), joint or several, to which such Underwriter they, or any of them, may become subject, subject under the Securities Act Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses, or damages or liabilities arise out of or are based upon an on (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement (or any amendment thereto), including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, as applicable, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, any Permitted Free Writing Prospectus, or the Prospectus (or any amendment or supplement thereto, when considered together with to any of the document to which such amendment or supplement relates), 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(hforegoing) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein therefrom of 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, and will reimburse each Underwriter for or (iii) any legal untrue statement or other expenses reasonably incurred by such Underwriter alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with investigating the marketing of the Offering of the Securities, including any roadshow or defending investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iv) in whole or in part any such action or claim as such expenses are incurred; inaccuracy in any material respect in the representations and warranties of the Company contained herein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, liability, expense, or damage or liability (or action in respect thereof) arises out of or is based upon an on any untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with Underwriters’ Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have. For all purposes of this Agreement, the information set forth in the Prospectus in the “Price Stabilization, Short Positions and Penalty Bids,” and “Electronic Offer, Sale and Distribution” sections under the caption “Underwriting” constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement, or the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with 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 any Underwriter consists of the information described as such in paragraph (b) below.

Indemnification of the Underwriters by the Company. The Company agrees to will indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distribution, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, from and an “Indemnified Party”), against any and all losses, claims, damages or liabilities (or actions in respect thereof)liabilities, joint or several, to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, or are based upon the omission or alleged omission 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) any untrue statement or alleged untrue statement of any material fact contained in the Base Prospectus, any Preliminary Prospectus, the Statutory Prospectus (or the Prospectus, or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus, Prospectus or 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, based upon any such action untrue statement or claim omission, or any such alleged untrue statement or omission, as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an any untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, the Prospectus, from any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any of such amendment or supplement(s) documents in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) belowthe Terms Agreement.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersofficers and employees, affiliates participating in the distribution, directors and officers and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or otherwiseother federal or state statutory law or regulation or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based (i) upon an any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; or (iii) in whole or in part upon any inaccuracy in the representations and will warranties of the Company contained herein; or (iv) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; and to reimburse each Underwriter and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by BAS and Xxxxxx) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing and the Selling Stockholders by such Underwriter through the Representatives expressly for use thereinin the Registration Statement, it being understood and agreed Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) belowCompany may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with any information relating to (a) 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 any Underwriter consists of the information described as such in paragraph subsection (c) below) or (b) belowany Selling Stockholder furnished to the Company by such Selling Stockholder for use therein; provided, further, that the Company and its subsidiaries shall not be liable to the Underwriters or any of their respective directors, officers, employees or controlling persons with respect to any such untrue statement or omission made in any Preliminary Prospectus existing as of the date hereof that is corrected in the Prospectus if (i) the person asserting any such loss, claim, damage, liability or action purchased Shares from the Underwriters in reliance upon the Preliminary Prospectus but was not delivered or sent a copy of the Prospectus, if required by law, at or prior to the written confirmation of the sale of such Shares to such person, unless such failure to deliver or send the Prospectus was a result of noncompliance by the Company with Section 5 of this Agreement and (ii) the Underwriters, and each such officer, director, employee and controlling person, if any, would not have incurred such loss, claim, damage, liability or action had the Prospectus been delivered or sent.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus or arise out of the Final Prospectus (or are based upon the any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (c) below; provided, that the foregoing indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or affiliate of such Underwriter which assists such Underwriter in the distribution of Shares) from whom the persons asserting any such losses, claims, damages or liabilities purchased Shares, or any person controlling such Underwriter, if 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 at or prior to the written confirmation of the sale of the 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 or liability, unless such failure to send or give a copy of the Prospectus is the result of noncompliance by the Company with Section 5(a) or (b) belowhereof.

Indemnification of the Underwriters by the Company. The Company agrees Each EVO Party agrees, jointly and severally, to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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, therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the Pricing Disclosure Package, or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersdirectors, affiliates participating in the distributionofficers and agents, directors and officers each broker dealer affiliate of such Underwriter and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, documented and reasonable legal fees and other expenses reasonably incurred in connection with investigating or actions in respect thereofdefending any such action or claim asserted), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Pricing Prospectus, the Final Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing ProspectusProspectus (taken together with the Pricing Disclosure Package), 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) or the Pricing Disclosure Package, Package (including any Pricing Disclosure Package that has subsequently been amended) or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with 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 Information or any Underwriter consists of the information described as such in paragraph (b) belowSelling Shareholder Information.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersdirectors, affiliates participating in the distributionofficers, directors employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which such Underwriter or such controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar thereof as such losses, claims, damages or liabilities arise contemplated below) arises out of or are is based (i) upon an any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or are based upon Rule 430C under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives or the Selling Stockholder expressly for use thereinin the Registration Statement, it being understood and agreed any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) belowCompany may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 show” as defined in Rule 433(h) under the Securities Act (a “road show”) or the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersdirectors, affiliates participating in the distributionofficers, directors employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which such Underwriter or such controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar thereof as such losses, claims, damages or liabilities arise contemplated below) arises out of or are is based (i) upon an any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or are based upon Rule 430C under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use thereinin the Registration Statement, it being understood and agreed any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) belowCompany 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 partners, affiliates participating in the distributionaffiliates, directors and officers officers, employees and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred and documented), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act Act, the Exchange Act, other federal or otherwisestate statutory law or regulation or the laws or regulations of foreign jurisdictions where 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 lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based upon an (A) (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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) Communication or the Prospectus (or any amendment or supplement thereto, when considered together with to the document to which such amendment or supplement relatesforegoing), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, 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 will 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; or (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any legal or other and all expenses reasonably (including the fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representatives in writing by such Underwriter through the Representatives expressly for use thereinin the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material, any 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 any Underwriter consists of the information described as such in paragraph (bSection 9(c) below. The indemnity agreement set forth in this Section 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 partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such each Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has been subsequently amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the Pricing Disclosure Packageany Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph subsection (b) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) such Underwriter, and the successors and assigns of all the foregoing persons, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained included or incorporated by reference in (i) the Registration Statement, Statement or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or misleading, (ii) or any untrue statement or alleged untrue statement of a material fact included or incorporated by reference in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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, or any road show as defined in Rule 433(h) or the Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter Underwriter, through the Representatives Representative, expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Underwriters consists of the information described as such in paragraph subsection (b) below.

Indemnification of the Underwriters by the Company. The Company agrees to will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates participating in the distribution, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each an “Indemnified Party”), from and against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities ) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in (i) the any part of any Registration Statement, Statement or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein, therein not misleading or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus, the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Final Prospectus, any Issuer Free Writing Prospectus, Prospectus or 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) or the Pricing Disclosure Package, Written Testing-the-Waters Communication or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such action Indemnified Party is a party thereto), whether threatened or claim commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission made in the Registration Statement, the Prospectus, from any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any of such amendment or supplement(s) documents in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph subsection (b) below. The Company agrees to indemnify and hold harmless the Designated Underwriter and its affiliates and each person, if any, who controls the Designated Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (the “Designated Entities”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) arising out of or based upon the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) arising out of, related to, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the willful misconduct or gross negligence of the Designated Entities.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributionselling agents, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such reasonable fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below. The Company also agrees to indemnify and hold harmless the QIU, its affiliates, selling agents, directors and officers and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities incurred as a result of the QIU’s participation as a “qualified independent underwriter” within the meaning of Rule 5121 of FINRA in connection with the offering of the Shares.

Indemnification of the Underwriters by the Company. The Company agrees and each of its subsidiaries, jointly and severally, agree to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors and officers officers, employees, representatives, agents and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange ActAct (the “Controlling Person”), from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities several that arise out of of, or are based upon an or caused by, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in (i) the Registration StatementStatement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or any amendment or supplement thereto or (B) in any statements or financial information included in materials or information provided to investors by, or arise out with the approval of, the Company in connection with the offering of the Stock, including any roadshow or investor presentation made to investors by the Company, whether presented in person or electronically, which are directly based upon statements or financial information included in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus (the “Marketing Materials”) or (ii) any omission or alleged omission to state therein in the Registration Statement or Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus or Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an or caused by, any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (bSection 8(c) below; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person, if any, to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter any such loss, claim, damage or liability of or with respect to such Underwriter and results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company with the provisions of Section 5 hereof.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus or arise out of the Final Prospectus (or are based upon the any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, that with respect to any such untrue statement or alleged untrue statement in or omission or alleged omission from any Preliminary Prospectus, the indemnity agreement contained in this paragraph (ba) belowshall not inure to the benefit of any Underwriter (or any of its affiliates, directors and officers and controlling persons) to the extent that any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Final Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was cured in the Final Prospectus unless, in either case, such failure to deliver the Final Prospectus was a result of non-compliance by the Company with the provisions of paragraphs (a), (c), (e) or (f) of Section 5 hereof.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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 the light of the circumstances under which they were made, not misleading, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph (bsubsection 9(c) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus or arise out of the Final Prospectus (or are based upon the any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph subsection (bc) below; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased Shares, or any person controlling such Underwriter, if 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 Shares to such person, and if the Final Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Company with Section 5 hereof.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act Act, the Exchange Act, other federal or otherwisestate statutory law or regulation, or the laws or regulations of foreign jurisdictions where 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 lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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, or the Prospectus (or any amendment or supplement thereto, when considered together with to the document to which such amendment or supplement relatesforegoing), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, ; and will to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any legal or other and all expenses reasonably (including the fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representatives in writing by such Underwriter through the Representatives expressly for use thereinin 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 any Underwriter consists of the information described as such in paragraph (bSection 9(b) below. The indemnity agreement set forth in this Section 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 partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities (or actions in respect thereof)liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or otherwiseotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any road show as defined in Rule 433(h) under the Act (a “road show”), or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any against such loss, claim, damage, liability or action or claim as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or damage, liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such you, or by any Underwriter through the Representatives expressly you, specifically for use therein, in the preparation thereof; it being understood and agreed that the only such information furnished by any an Underwriter consists of the information described as such in paragraph (b) belowSection 6(f).

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, the reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below, provided, that the Company shall not be liable to any Underwriter under this Section 9(a) with respect to any Preliminary Prospectus to the extent that any such loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold the Shares to a person as to whom it shall be established that there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus or of the Prospectus as then amended or supplemented in any case where such delivery is required by the Securities Act if the Company previously furnished copies thereof in the quantity requested in accordance with Section 6(b) hereof to such Underwriter and if such untrue statement or omission or alleged untrue statement or omission made in such Preliminary Prospectus is eliminated or remedied in the Prospectus (or in the Prospectus as amended or supplemented if the Company shall have furnished any amendments or supplements thereto).

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act Act, the Exchange Act, other federal or otherwisestate statutory law or regulation, or the laws or regulations of foreign jurisdictions where 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 lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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 or the Prospectus (or any amendment or supplement thereto, when considered together with to the document to which such amendment or supplement relatesforegoing), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, 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 Offered Shares or the offering contemplated hereby, and will 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; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any legal or other and all reasonable and documented expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representatives in writing by such Underwriter through the Representatives expressly for use thereinin the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (bSection 9(c) below. The indemnity agreement set forth in this Section 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 partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (d) below; provided, that the foregoing indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter (or affiliate of such Underwriter which assists such Underwriter in the distribution of Shares) from whom the persons asserting any such losses, claims, damages or liabilities purchased Shares, or any person controlling such Underwriter, if 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 at or prior to the written confirmation of the sale of the 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 or liability, unless such failure to send or give a copy of the Prospectus is the result of noncompliance by the Company with Section 5(a) or (b) belowhereof.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act Act, the Exchange Act, other federal or otherwisestate or provincial statutory law or regulation (including Canadian Securities Laws), or the laws or regulations of foreign jurisdictions where 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 lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based upon an (A) (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, the Canadian 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 thereto, when considered together with to the document to which such amendment or supplement relatesforegoing), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, ; or (B) the violation by the Company of any laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold; and will to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any legal or other and all expenses reasonably (including the reasonable fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representative in writing by such Underwriter through the Representatives expressly for use thereinin the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Canadian Prospectus, any such free writing prospectus, 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 any Underwriter consists of the information described as such in paragraph (bSection 9(c) below. The indemnity agreement set forth in this Section 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 partnersaffiliates, affiliates participating in the distributiondirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act Act, the Exchange Act, other federal or otherwisestate statutory law or regulation, or the laws or regulations of foreign jurisdictions where 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 lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any road show, 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, or the Prospectus (or any amendment or supplement thereto, when considered together with to the document to which such amendment or supplement relatesforegoing), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, 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 will 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; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any legal or other and all reasonable and documented expenses reasonably (including the reasonable fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representative in writing by such Underwriter through the Representatives expressly for use thereinin the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any road show, 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 any Underwriter consists of the information described as such in paragraph (bSection 9(c) below. The indemnity agreement set forth in this Section 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 and each of its subsidiaries, jointly and severally, agree to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors and officers officers, employees, representatives, agents and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange ActAct (the "Controlling Person"), from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities several that arise out of of, or are based upon an or caused by, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in (i) the Registration StatementStatement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or any amendment or supplement thereto or (B) in any statements or financial information included in materials or information provided to investors by, or arise out with the approval of, the Company in connection with the offering of the Stock, including any roadshow or investor presentation made to investors by the Company, whether presented in person or electronically, which are directly based upon statements or financial information included in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus (the "Marketing Materials") or (ii) any omission or alleged omission to state therein in the Registration Statement or Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus or Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an or caused by, any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph (bSection 8(c) below; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person, if any, to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter any such loss, claim, damage or liability of or with respect to such Underwriter and results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company with the provisions of Section 5 hereof.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors officers and officers employees, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which such Underwriter, affiliate, director, officer, employee or controlling person may become subject (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), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar thereof as such losses, claims, damages or liabilities arise contemplated below) arises out of or are based is based: (i) upon an any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment or are based upon supplement thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, not misleading or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will to reimburse each Underwriter Underwriter, its affiliates, directors, officers and employees and each such controlling person for any legal or other and all expenses (including the reasonable fees and disbursements of one counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter Underwriter, or its affiliates, directors, officers and employees or such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written 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 . The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) belowCompany may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersofficers and employees, affiliates participating in the distribution, directors and officers and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such officer, employee or controlling person may become subject, under the Securities Act Act, the Exchange Act, other federal or otherwisestate statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered ADSs have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected in accordance with Section 9(e)), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any Road Show, any “issuer free writing prospectus” as defined Rule 433 of the Securities Act (“Issuer Free Writing Prospectus”), any Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and will to reimburse each Underwriter and each such director, officer, employee and controlling person for any legal or other and all documented expenses (including the fees and disbursements of counsel chosen by Credit Suisse and Jefferies) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee or controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use thereinin the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Road Show, any such free writing prospectus, any Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter the Representatives to the Company consists of the information described as such in paragraph subsection (bc) below. The indemnity agreement set forth in this Section 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 partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (b) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each UnderwriterUnderwriter and each of its respective officers, its partnersdirectors, affiliates participating in the distributionemployees and representatives, directors and officers and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, any legal or actions other expenses reasonably incurred in respect thereof), joint connection with defending or several, to which investigating any such Underwriter may become subject, under the Securities Act action or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon an claim) caused by any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or any amendment thereof, any preliminary prospectus, the Basic Prospectus, any Prospectus Supplement, or arise out of the Prospectus (in each case as amended or are based upon supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) therein in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal except (i) insofar as such losses, claims, damages or other expenses reasonably incurred liabilities are caused by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance based upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives you expressly for use thereintherein and (ii) that with respect to any preliminary prospectus, it being understood and agreed that the only such information furnished by foregoing indemnity agreement shall not inure to the benefit of any Underwriter consists from whom the person asserting any loss, claim, damage or liability purchased Shares, or any person controlling such Underwriter, if copies of the information described Prospectus were timely delivered to the Underwriter pursuant to Section 4 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 in paragraph 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 Shares to such person, and if the Prospectus (bas so amended or supplemented) belowwould have cured the defect giving rise to such loss, claim, damage, liability or expense.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act Act, the Exchange Act, other federal or otherwisestate statutory law or regulation, or the laws or regulations of foreign jurisdictions where 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 lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based upon an (A) (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement or any amendment to the Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein in the Registration Statement or necessary to make the statements therein, in the Registration Statement not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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, when considered together with to the document to which such amendment or supplement relatesforegoing), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for ; or (iii) any legal act or other expenses reasonably incurred failure to act or any alleged act or failure to act by such any Underwriter in connection with investigating with, or defending relating in any such manner to, the Offered 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 claim as such expenses are incurred; based upon any matter covered by clause (i) or (ii) above, provided, however, that the Company shall not be liable in any such case under this clause (iii) to the extent that a court of competent jurisdiction for which no appeal may be taken shall have determined that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act by such Underwriter through its bad faith, gross negligence or willful misconduct, or (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares have been offered 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 documented fees and disbursements of counsel) as such expenses are 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 damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representative in writing by such Underwriter through the Representatives expressly for use thereinin the Registration Statement, any preliminary 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 any Underwriter consists of the information described as such in paragraph (bSection 9(b) below. The indemnity agreement set forth in this Section 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 partnersofficers and employees, affiliates participating in the distribution, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatements, or arise out of any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and will to reimburse each such Underwriter and each such officer, employee or controlling person for any legal or other and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter or such officer, employee or controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use thereinin the Registration Statements, the Time of Sale Prospectus, any 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 any Underwriter the Underwriters to the Company consists of the information described as such in paragraph subsection (bC) below. The indemnity agreement set forth in this Section 10(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 partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, the reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) belowbelow , provided, that, the Company shall not be liable to any Underwriter under this Section 8(a) with respect to any Preliminary Prospectus to the extent that any such loss, claim, damage or liability of such Underwriter results from the fact that such Underwriter sold the Shares to a person as to whom it shall be established that there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus or of the Prospectus as then amended or supplemented in any case where such delivery is required by the Securities Act if the Company previously furnished copies thereof in the quantity requested in accordance with Section 5(b) hereof to such Underwriter and if such untrue statement or omission or alleged untrue statement or omission made in such Preliminary Prospectus is eliminated or remedied in the Prospectus (or in the Prospectus as amended or supplemented if the Company shall have furnished any amendments or supplements thereto).

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (b) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersdirectors, affiliates participating in the distribution, directors and officers and employees, each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 and the Exchange Act and any “affiliate” within the meaning of Rule 405 under the Securities Act of such Underwriter participating in the offering of the Exchange Act, from and Offered Shares against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such director, officer, employee, controlling person or affiliate may become subject, under the Securities Act, the Exchange Act or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 430B or Rule 433(d) of the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and will to reimburse each such Underwriter and each such officer, employee or controlling person for any legal or other and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter or such officer, employee, controlling person or affiliate in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use thereinin the Registration Statement, the Time of Sale Prospectus, any 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 any Underwriter the Underwriters to the Company consists of the information described as such in paragraph subsection (bB) below. 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 partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement or the ADS Registration Statement, or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable out-of-pocket legal fees and other reasonable out-of-pocket expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the pricing [information set forth on Annex A][term sheet set forth on Annex B] hereto, in the Preliminary Prospectus dated October 7, 2011, each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto, the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, Act or caused by any road show as defined in Rule 433(h) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (b) below. The Company agrees to indemnify and hold harmless the DSP Administrator and its directors, officers, employees and agents and each person, if any, who controls the DSP Administrator within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (“DSP Entities”), from and against any and all losses, claims, damages and liabilities, joint or several, to which any of them may become subject under the Securities Act or the Exchange Act (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), insofar as such losses, claims damages or liabilities (or actions in respect thereof) (i) are caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) are caused by the failure of any Participant to pay for and accept delivery of Directed Shares that such Participant agreed to purchase; (iii) arise out of or is based upon the violation of any applicable laws or regulations of foreign jurisdictions where Directed Shares have been offered; or (iv) are related to, arising out of, or in connection with the Directed Share Program. The indemnity agreement set forth in this paragraph 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 partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below; provided, that the indemnity agreement provided in this Section 8(a) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or 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 the Shares, if a copy of the Prospectus in which such untrue statement or alleged untrue statement or omission or alleged omission was corrected had not been sent or given to such person within the time required by the Securities Act. The Company also agrees to indemnify and hold harmless, X.X. Xxxxxx, its affiliates, directors and officers and each person, if any, who controls X.X. Xxxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities to the extent incurred as a result of X. X. Xxxxxx'x participation as a "qualified independent underwriter" within the meaning of the Rules of Conduct of the National Association of Securities Dealers, Inc. in connection with the offering of the Shares.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including legal fees and other expenses reasonably incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph subsection (b) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act Act, the Exchange Act, other federal or otherwisestate statutory law or regulation, or the laws or regulations of foreign jurisdictions where 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 lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any road show, 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, or the Prospectus (or any amendment or supplement thereto, when considered together with to the document to which such amendment or supplement relatesforegoing), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, 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 will 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; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any legal or other and all documented expenses reasonably (including the reasonable fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representative in writing by such Underwriter through the Representatives expressly for use thereinin the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any road show, 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 any Underwriter consists of the information described as such in paragraph (bSection 9(c) below. The indemnity agreement set forth in this Section 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 partners, affiliates participating in the distribution, directors and officers and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act selling Securities on behalf of an Underwriter, the directors, officers and employees of such Underwriter and any person who controls any affiliate of any Underwriter (collectively, the “Indemnified Parties”), against any and all losses, claims, damages or liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), joint or several, to which such Sterlite Industries (India) Limited Underwriting Agreement Indemnified Party may become subject, under the Securities Act, the Exchange Act or other United States federal or state statutory law or regulation, or Indian common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities ) (i) arise out of or are based in whole or in part upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (i) or any amendment thereto), the ADS Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus identified in Schedule II or arise out of that the Company has filed, or are based upon the omission or alleged omission to state therein a material fact is required to be stated therein file, pursuant to Rule 433(d) of the Securities Act or necessary to make the statements thereinProspectus, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d(ii) under the Securities Act, any road show as defined in Rule 433(h) or the Pricing Disclosure Package, or arise out of or are based in whole or in part upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses are incurred; providedlosses, howeverclaims, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage damages or liability (or action in respect thereof) arises liabilities arise out of or is are based upon an any such untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distribution, directors and officers and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages or and liabilities (including, without limitation, any legal or actions other expenses reasonably incurred in respect thereof), joint connection with defending or several, to which investigating any such Underwriter may become subject, under the Securities Act action or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon an claim) caused by any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or arise out of is required to file, pursuant to Rule 433(d) under the Securities Act, or are based upon the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal except insofar as such losses, claims, damages or other expenses reasonably incurred liabilities are caused by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(sbased upon (i) in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through expressly for use therein or (ii) information relating to a Selling Shareholder furnished to the Representatives Company in writing by or on behalf of such Selling Shareholder expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has been subsequently amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act Act, the Exchange Act, other federal or otherwisestate statutory law or regulation, or the laws or regulations of foreign jurisdictions where 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 lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based upon an (A) (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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, or the Prospectus (or any amendment or supplement thereto, when considered together with to the document to which such amendment or supplement relatesforegoing), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, ; or (B) the violation of any laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold; and will to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any legal or other and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with information relating the Selling Stockholder Information. The indemnity agreement set forth in this Section 11(a) shall be in addition to any Underwriter furnished to liabilities that 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 any Underwriter consists of the information described as such in paragraph (b) belowmay otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersofficers and employees, affiliates participating in the distribution, directors and officers and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based (i) upon an any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and will to reimburse each Underwriter and each such controlling person for any legal or other and all expenses (including the reasonable fees and disbursements of one counsel chosen by JRCO) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use thereinin 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 any Underwriter the Representative to the Company consists of the information described as such in paragraph subsection (bc) below. The indemnity agreement set forth in this Section 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 partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below. The Company also agrees to indemnify and hold harmless, Xxxxxxxxx LLC, its affiliates, directors and officers and each person, if any, who controls Xxxxxxxxx LLC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities incurred as a result of Xxxxxxxxx LLC’s participation as a “qualified independent underwriter” within the meaning of Conduct Rule 5121 of FINRA in connection with the offering of the Shares.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended or supplemented), or arise out of or are based upon the 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 the light of the circumstances under which they were made, not misleading, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributionselling agents, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such reasonable fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act Act, the Exchange Act, other federal or otherwisestate statutory law or regulation, or the laws or regulations of foreign jurisdictions where 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 lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below or as otherwise permitted pursuant to Section 9(d) hereof) arises out of or are is based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact 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, or the Prospectus (or any amendment or supplement thereto, when considered together with to the document to which such amendment or supplement relatesforegoing), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, ; and will to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any legal or other and all expenses reasonably (including the fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representatives in writing by such Underwriter through the Representatives expressly for use thereinin the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material, or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (bSection 9(b) below. The indemnity agreement set forth in this Section 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 partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonably incurred and documented legal fees and other reasonably incurred and documented expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such reasonable fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributionselling agents, directors and officers and each person, if any, who controls such Underwriter affiliate within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Selling Stockholder and each Underwriter, its partners, affiliates participating in the distributiontheir respective affiliates, directors and officers and each person, if any, who controls such Selling Stockholder or Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable out-of-pocket legal fees and other reasonable out-of-pocket expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the pricing information set forth on Annex A hereto, in the Preliminary Prospectus dated November 5, 2013, each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto, the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, Act or caused by any road show as defined in Rule 433(h) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with any information relating to any Selling Stockholder or Underwriter furnished to the Company in writing by such Selling Stockholder or such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the information described as such in subsection (b) below and the only such information furnished by any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, any Preliminary Prospectus or arise out of the Final Prospectus (or are based upon the any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (b) below; provided that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Underwriter to the extent that the sale to the person asserting of any such loss, claim, damage or liability was an initial resale by such Underwriter and any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Final Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Final Prospectus unless, in either case, such failure to deliver the Final Prospectus was a result of non-compliance by the Company with the provisions of Section 4 hereof.

Indemnification of the Underwriters by the Company. The Company agrees MediaAlpha Parties, jointly and severally, agree to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers officers, employees and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred and documented), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersdirectors, officers, employees and agents, affiliates participating in the distribution, directors and officers and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which such Underwriter or such controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar thereof as such losses, claims, damages or liabilities arise contemplated below) arises out of or are is based (i) upon an any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or are based upon Rule 430C under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), or 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 prospectus wrapper material distributed in Rule 433(h) or the Pricing Disclosure PackageCanada, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter Underwriter, or its officers, directors, employees and agents or such controlling EXECUTION VERSION person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use thereinin the Registration Statement, it being understood and agreed any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) belowCompany may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersdirectors, affiliates participating in the distributionofficers and employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter Underwriter, 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 at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) (i) arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Prospectus, the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus, or in any “issuer information” filed amendment thereof or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined in Rule 433(h) or the Pricing Disclosure Packagesupplement thereto, or arise out of or are based upon the omission or alleged omission to state therein therefrom of 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 misleadingmisleading and to reimburse such Underwriter, and will reimburse each Underwriter director, officer, employee or controlling person for any legal or other and all expenses (including the fees and disbursements of one counsel chosen by the Representatives (in addition to one local counsel for each additional jurisdiction)) as such expenses are reasonably incurred by such Underwriter Underwriter, director, officer, employee or controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such Underwriter the Underwriters through the Representatives expressly for use thereinin the Registration Statement, 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 any Underwriter the Underwriters consists of the information described as such set forth in paragraph (bSchedule D hereof. The indemnity agreement set forth in this Section 8(a) belowshall 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 partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (c) below; provided, that the foregoing indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or affiliate of such Underwriter which assists such Underwriter in the distribution of Shares) from whom the persons asserting any such losses, claims, damages or liabilities purchased Shares, or any person controlling such Underwriter, if 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 at or prior to the written confirmation of the sale of the 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 or liability, unless such failure to send or give a copy of the Prospectus is the result of noncompliance by the Company with Section 5(a) or (b) belowhereof.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersthe directors, affiliates participating in the distributionofficers, directors employees and officers agents of each Underwriter and each person, if any, person who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all losses, claims, damages or liabilities (or actions in respect thereof)liabilities, joint or several, to which such Underwriter they or any of them may become subject, subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or Table of Contents actions in respect thereof) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement as originally filed or in any amendment thereof, or arise out of or are based upon in the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates)Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, or any Issuer Free Writing Prospectus, any “issuer information” filed Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Rule 433(dSection 5(c) under the Securities Acthereof, or in any road show as defined in Rule 433(h) amendment thereof or the Pricing Disclosure Packagesupplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will agrees to reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) therein in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such or on behalf of any Underwriter through the Representatives expressly specifically for use inclusion therein, it being understood and agreed . This indemnity agreement will be in addition to any liability that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) belowCompany may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with any information (i) relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph subsection (bc) below, or (ii) relating to the Selling Stockholder furnished to the Company by the Selling Stockholder expressly for use therein; provided, that the foregoing indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or affiliate, director, officer or controlling person thereof) from whom the persons asserting any such losses, claims, damages or liabilities purchased Shares if, to the extent required by applicable law, a copy of the Prospectus (as then amended or supplemented) was not sent or given by or on behalf of such Underwriter to such person at or prior to the written confirmation of the sale of the 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 or liability, unless such failure to send or give a copy of the Prospectus is the result of noncompliance by the Company with Section 5(b)(iii) or 5(e) hereof.

Indemnification of the Underwriters by the Company. The Company agrees and each of its subsidiaries, jointly and severally, agree to indemnify and hold harmless each Underwriter, its partnersaffiliates, affiliates participating in the distributiondirectors, directors and officers officers, employees, representatives, agents and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange ActAct (the “Controlling Person”), from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities several that arise out of of, or are based upon an or caused by, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in (i) the Registration StatementStatement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus or any amendment or supplement thereto or (B) in any statements or financial information included in materials or information provided to investors by, or arise out with the approval of, the Company in connection with the offering of the Stock, including any roadshow or investor presentation made to investors by the Company, whether presented in person or electronically, which are directly based upon statements or financial information included in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus (the “Marketing Materials”) or (ii) any omission or alleged omission to state therein in the Registration Statement or Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus or Marketing Materials, a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an or caused by, any untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph (bSection 8(c) below; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of any Underwriter, its affiliates, directors, officers, employees, representatives, agents or any Controlling Person, if any, to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Underwriter any such loss, claim, damage or liability of or with respect to such Underwriter and results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company with the provisions of Section 5 hereof.

Indemnification of the Underwriters by the Company. The Company agrees (i) to indemnify and hold harmless each Underwriter, its partnersofficers and employees, affiliates participating in the distribution, directors and officers and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities (or actions in respect thereof)expense, joint or severalas incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or otherwiseother federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of or are is based (A) upon an any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or are based upon Rule 434 under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (iiB) upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and will (ii) to reimburse each Underwriter and each such indemnified person for any legal or other and all expenses (including the reasonable fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Underwriter or such indemnified person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative (or its counsel) expressly for use thereinin the Registration Statement, it being understood and agreed any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 7(a) shall be in addition to any liabilities that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) belowCompany may otherwise have.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or the Prospectus (or any amendment or supplement thereto), Prospectus Supplement or any Preliminary Prospectus, or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (b) below; provided, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any indemnified person to the extent that the sale to the person asserting of any such loss, claim, damage or liability was an initial resale by an Underwriter and any such loss, claim, damage or liability of or with respect to any indemnified person results from the fact that both (i) to the extent required by applicable law, a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company with the provisions of Section 4 hereof.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distribution, directors and officers and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages or and liabilities (including, without limitation, any legal or actions other expenses reasonably incurred in respect thereof), joint connection with defending or several, to which investigating any such Underwriter may become subject, under the Securities Act action or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon an claim) caused by any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration StatementStatement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or arise out of is required to file, pursuant to Rule 433(d) under the Securities Act, or are based upon the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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) or the Pricing Disclosure Package, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal except insofar as such losses, claims, damages or other expenses reasonably incurred liabilities are caused by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance based upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph subsection (bc) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partners, affiliates participating in the distributionaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the Pricing Disclosure Packageany Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) 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 any Underwriter consists of the information described as such in paragraph subsection (b) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnerseach Selling Stockholder, affiliates participating in the distributionand each of their respective affiliates, directors and officers and each person, if any, who controls such Underwriter or Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or and liabilities (including, without limitation, reasonable and documented legal fees and other expenses incurred in connection with any suit, action or actions in respect thereofproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities that arise out of of, or are based upon an upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, Statement or arise out of or are based upon the 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 misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), 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 the any Pricing Disclosure PackagePackage (including any Pricing Disclosure Package that has subsequently been amended), or arise out of or are based upon the 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, and will reimburse in each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim case except insofar as such expenses losses, claims, damages or liabilities arise out of, or are incurred; providedbased upon, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance upon and in conformity with any Selling Stockholder Information or 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 any Underwriter consists of the information described as such in paragraph (b) below.

Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its partnersdirectors, affiliates participating in the distributionofficers, directors employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages damage, liability or liabilities expense, as incurred, to which such Underwriter, director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof), joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar thereof as such losses, claims, damages or liabilities arise contemplated below) arises out of or are is based (i) upon an any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement, or arise out of any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or are based upon Rule 430C under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein, therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto, when considered together with the document to which such amendment or supplement relates), any Preliminary Prospectus, any Issuer Free Writing Prospectus, or any “issuer informationroadshow” filed or required to be filed pursuant to (as defined in Rule 433(d) 433 under the Securities Act, any road show as defined in Rule 433(h) or the Pricing Disclosure Packagenot constituting an Issuer Free Writing Prospectus (a “Non-IFWP Road Show”), or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, misleading and will to reimburse each Underwriter Underwriter, its officers, directors, employees, agents and each such controlling person for any legal or other and all expenses (including the fees and disbursements of one counsel chosen by JPMorgan) as such expenses are reasonably incurred by such Underwriter Underwriter, its officers, directors, employees and agents or such controlling person in connection with investigating investigating, defending, settling, compromising or defending paying any such action loss, claim, damage, liability, expense or claim as such expenses are incurredaction; provided, however, that the Company foregoing indemnity agreement shall not be liable in apply to any such case to the extent that any such loss, claim, damage damage, liability or liability (or action in respect thereof) arises expense to the extent, but only to the extent, arising out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package, or any such amendment or supplement(s) in reliance based upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use thereinin the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Non-IFWP Road Show, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (bSection 9(b) belowhereof. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.