Common use of Indemnification of the Underwriters by the Selling Stockholder Clause in Contracts

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company and their respective affiliates, directors and officers and each person, if any, who controls any such Underwriter or the Company 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 (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package, in reliance upon and in conformity with the Selling Stockholder Information provided by such Selling Stockholder; provided that the liability of the Selling Stockholder under this paragraph shall in no event exceed an amount equal to the net proceeds (exclusive of expenses) received by the Selling Stockholder from the Shares sold by the Selling Stockholder pursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company its directors, officers, employees and their respective affiliatesagents, directors and officers and each person, if any, who controls any such Underwriter or the Company within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which such fees and expenses are incurred)Underwriter or such controlling person may become subject, joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B or 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 in order to make the statements 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) ), or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees and agents or such controlling person in each case connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided that the foregoing indemnity (A) shall only apply to the extent (1) that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with information relating to the Selling Stockholder furnished in writing by or on behalf of the Selling Stockholder expressly for use in the Registration Statement or any amendment thereto, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) and (2) of the amount of proceeds (before deducting expenses) received by the Selling Stockholder in connection with the sale of the Shares pursuant to this Agreement and (B) shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, that such arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). Each of the Underwriters and the Company hereby acknowledges that the only information that the Selling Stockholder has furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or is the Pricing Disclosure Package, in reliance upon and in conformity with the Selling Stockholder Information provided by such Selling Stockholder; provided that the liability of the Selling Stockholder under this paragraph shall in no event exceed an amount equal statement relating to the net proceeds (exclusive number of expenses) received Shares beneficially owned by the Selling Stockholder from before the Shares sold by offering as is set forth in the table immediately following the fifth paragraph under the heading “Selling Stockholder” in the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Selling Stockholder pursuant to this Agreementmay otherwise have.

Indemnification of the Underwriters by the Selling Stockholder. The Subject to Section 8(f), the Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company its officers and their respective affiliatesemployees, directors and officers and each person, if any, who controls any such Underwriter or the Company within the meaning of Section 15 of the Securities Act and the Exchange Act against any loss, claim, damage, liability or Section 20 expense whatsoever, as incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Exchange ActCompany), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) upon the investigation, preparation or defense against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission or in connection with any violation of the law, to the extent that any such expense is not paid under (i) or (ii) above; or (iv) in whole or in part upon any inaccuracy in the representations and warranties of the Selling Stockholder contained herein; or (v) in whole or in part upon any failure of the Selling Stockholder to perform his obligations hereunder or under law; or (vi) 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 Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, PROVIDED that the Selling Stockholder shall not be liable under this clause (vi) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each case Underwriter and each such controlling person for any and all expenses as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; PROVIDED, HOWEVER, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, that such arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Representative expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the Pricing Disclosure Packagewritten confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in reliance upon and this Section 8(b) shall be in conformity with addition to any liabilities that the Selling Stockholder Information provided by such Selling Stockholder; provided that the liability of the Selling Stockholder under this paragraph shall in no event exceed an amount equal to the net proceeds (exclusive of expenses) received by the Selling Stockholder from the Shares sold by the Selling Stockholder pursuant to this Agreementmay otherwise have.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company and their respective its affiliates, directors and officers and each person, if any, who controls any such Underwriter or the Company 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 (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extentexcept insofar as such losses, but only to the extentclaims, that such damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package, in reliance upon and in conformity with information relating to any Underwriter furnished to the Selling Stockholder Information provided Company in writing by such Selling Stockholder; Underwriter through the 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 and provided that the liability of the Selling Stockholder under this paragraph shall in no event exceed an amount equal Section 8(b) applies only to the net proceeds extent that any statements in or omissions from the Registration Statement and the Prospectus (exclusive of expensesincluding any amendment or supplement thereto) received are based on information furnished to the Company in writing by the Selling Stockholder specifically for use therein; provided, further, 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 sold 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 Selling Stockholder pursuant to this AgreementCompany with Section 5(b)(iii) or 5(e) hereof.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company its officers and their respective affiliatesemployees, directors and officers and each person, if any, who controls any such Underwriter or the Company within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, from and against the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any and all losseslitigation), claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A 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 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 any preliminary prospectus, the Time of Sale Prospectus (or any amendment or supplement thereto) ), or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such controlling person for any 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, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall only apply in each case to the extent, extent but only to the extentextent such losses, that claims, damages, liabilities, expenses or actions arise out of or are based on any such untrue statement or omission or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use therein. The Underwriters hereby acknowledge that the only information that the Selling Stockholder has furnished to the Underwriters expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto) or are the Pricing Disclosure PackageSelling Stockholder’s name and address, in reliance upon the numbers of shares of common stock set forth opposite the Selling Stockholder’s name and in conformity with any information relating to the Selling Stockholder Information provided by such under the captions “Prospectus Summary—Selling Stockholder; provided that Shareholder” and “Principal and Selling Shareholders” in the Prospectus. Notwithstanding anything to the contrary herein, the liability of the Selling Stockholder under this paragraph the foregoing indemnity agreement shall in no event exceed be limited to an amount equal to the net proceeds (exclusive initial public offering price of expenses) received by the Selling Stockholder from the Secondary Shares sold by the Selling Stockholder pursuant to this AgreementStockholder, less the underwriting discount, as set forth on the front cover page of the Prospectus.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company and their respective its affiliates, directors and officers and each person, if any, who controls any such Underwriter or the Company 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 (including, without limitation, reasonable the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extentinsofar as such losses, that such claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package, in reliance upon and in conformity with information relating to the Selling Stockholder Information provided by such Selling Stockholder; provided that the liability of the Selling Stockholder under this paragraph shall in no event exceed an amount equal furnished to the net proceeds (exclusive of expenses) received Company in writing by the Selling Stockholder from expressly for use therein, it being understood and agreed that the Shares sold only such information furnished by the Selling Stockholder pursuant to this Agreementconsists of the information contained or referenced under the columns "Officers, directors and principal stockholders" and "Amount and nature of beneficial ownership" under the heading "Principal and Selling Stockholder" in the Prospectus.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees agrees, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly, to indemnify and hold harmless each Underwriter, the Company each EVO Party, and their respective affiliates, directors and officers and each person, if any, who controls any such Underwriter or the Company EVO Party 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 (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package, in reliance upon and in conformity with the Selling Stockholder Shareholder Information provided by such Selling StockholderShareholder; provided that the liability of the each Selling Stockholder under this paragraph shall in no event exceed an amount equal to the net proceeds (exclusive of expenses) received by the such Selling Stockholder from the Shares sold by the such Selling Stockholder pursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company and their respective affiliates, directors and officers and each person, if any, who controls any such Underwriter or the Company 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 (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package, in reliance upon and in conformity with the Selling Stockholder Shareholder Information provided by such Selling StockholderShareholder; provided that the liability of the Selling Stockholder under this paragraph shall in no event exceed an amount equal to the net proceeds (exclusive of expenses) received by the Selling Stockholder from the Shares sold by the Selling Stockholder pursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholder. The Subject to Section 8(f), the Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company its officers and their respective affiliatesemployees, directors and officers and each person, if any, who controls any such Underwriter or the Company within the meaning of Section 15 of the Securities Act and the Exchange Act against any loss, claim, damage, liability or Section 20 expense whatsoever, as incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Exchange ActCompany), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) upon the investigation, preparation or defense against (including the reasonable fees and disbursements of counsel chosen by BAS) any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission or in connection with any violation of law, to the extent that any such expense is not paid under (i) or (ii) above; or (iv) in whole or in part upon any inaccuracy in the representations and warranties of the Selling Stockholder contained herein; or (v) in whole or in part upon any failure of the Selling Stockholder to perform his obligations hereunder or under law; or (vi) upon any act or failure to act or any alleged act or failure to act by any Underwriter or any person controlling such Underwriter within the meaning of the Securities Act or the Exchange Act in connection with, or relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, PROVIDED that the Selling Stockholder shall not be liable under this clause (vi) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each case Underwriter and each such controlling person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; PROVIDED, HOWEVER, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, that such arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the Pricing Disclosure Packagewritten confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in reliance upon and this Section 8(b) shall be in conformity with addition to any liabilities that the Selling Stockholder Information provided by such Selling Stockholder; provided that the liability of the Selling Stockholder under this paragraph shall in no event exceed an amount equal to the net proceeds (exclusive of expenses) received by the Selling Stockholder from the Shares sold by the Selling Stockholder pursuant to this Agreementmay otherwise have.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company and their respective its affiliates, directors and officers and each person, if any, who controls any such Underwriter or the Company 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 (including, without limitation, the reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extentexcept insofar as such losses, but only to the extentclaims, that such damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package, 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 subsection (c) below, provided, that, the Selling Stockholder Information provided by shall not be liable to any Underwriter under this Section 8(b) with respect to any Preliminary Prospectus to the extent that any such Selling Stockholder; provided that the 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). Notwithstanding anything to the contrary contained in this Section 8(b), each Underwriter agrees not to assert its rights to indemnity under this Section 8(b) against the Selling Stockholder until (i) such Underwriter has requested indemnification and reimbursement from the Company for such losses, claims, damages, liabilities or expenses and (ii) the Company does not within 90 days of such request (A) agree to so indemnify such Underwriter and (B) reimburse in full such Underwriter or controlling person for any such losses, claims, damages, liabilities or expenses incurred. In addition, nothing contained herein shall be construed to abrogate or in any way limit the Company's indemnification obligations under this paragraph shall in no event exceed an amount equal to the net proceeds (exclusive that certain Registration Rights Agreement dated as of expenses) received by August 3, 2001 between the Selling Stockholder from and the Shares sold by the Selling Stockholder pursuant to this AgreementCompany.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company its affiliates and their respective affiliatespartners, directors members, directors, officers, employees and officers agents, and each person, if any, who controls any such each Underwriter or the Company any affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all losses, liabilities, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)expenses, joint or several, that arise out ofto which they or any of them may become subject under the Securities Act, the Exchange Act other federal or state statutory law or regulation, or are 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 Selling Stockholder), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, or 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 not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto) to the foregoing), or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, but, in each the case to the extentof clauses (i) and (ii) above, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, or any amendment thereto, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed with the prior approval of the Selling Stockholder, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material approved by the Selling Stockholder, any Section 5(d) Written Communication approved by the Selling Stockholder or the Prospectus (or any amendment or supplement thereto) or to the Pricing Disclosure Packageforegoing), in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder Information provided expressly for use therein in the preparation of the answers to Item 7 of Form S-1; and will reimburse each Underwriter for any and all expenses, whatsoever, reasonably incurred by such Selling Stockholder; provided that Underwriter (including the fees and disbursements of counsel), in connection with investigating, preparing or defending any such action or claim as such expenses are incurred. Notwithstanding anything to the contrary herein, the liability of the Selling Stockholder under this paragraph shall in no event exceed be limited to an amount equal to the net aggregate gross proceeds (exclusive of after underwriting commissions and discounts, but before expenses) , received by the Selling Stockholder from the sale of Secondary Offered Shares sold by the Selling Stockholder pursuant to under this AgreementAgreement (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company and their respective its affiliates, directors directors, officers, employees and officers agents, and each person, if any, who controls any such Underwriter or the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages and liabilities damage, liability or expense (including, without limitation, reasonable any legal fees and or other documented expenses reasonably incurred in connection with defending, settling, compromising, paying or investigation any suit, such action or proceeding claim) as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state 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 claim assertedlitigation, if such settlement is effected with the written consent of the Selling Stockholder), insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, or 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 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 of the Securities Act or the Prospectus (or any such amendment or supplement theretosupplement) or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; provided, in each case however, that the foregoing indemnity agreement only applies to the extent, but only to the extentextent , that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus or the Prospectus (or any such amendment or supplement thereto) or the Pricing Disclosure Packagesupplement), in reliance upon and in conformity with the Selling Stockholder Information provided (as defined below) relating to the Selling Stockholder furnished to the Company by such the Selling Stockholder in writing expressly for use therein. Each of the Underwriters hereby acknowledge and agree that the only information that the Selling Stockholder has furnished to the Company in writing expressly for use in the Registration Statement, 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 to the foregoing) are (i) the legal name, address and the number of shares of common stock of the Company beneficially owned by the Selling Stockholder; provided that , before and after the offering, and (ii) the other information with respect to the Selling Stockholder which appears in the table (and corresponding footnotes) under the caption “Selling Stockholder” (with respect to the Selling Stockholder, the “Selling Stockholder Information”) in each case, in the Registration Statement, Preliminary Prospectus Supplement and the Final Prospectus Supplement. The aggregate liability of the Selling Stockholder under the indemnification provisions contained in this paragraph and the contribution provisions in Section 10 shall in no event exceed be limited to an amount equal to the net proceeds aggregate Public Offering Price (exclusive less underwriting discounts and commissions) of expenses) received by the Selling Stockholder from the Shares sold by the Selling Stockholder pursuant to under this AgreementAgreement (the “Selling Stockholder Net Proceeds”).

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company and their respective its affiliates, directors directors, officers, employees and officers agents, and each person, if any, who controls any such Underwriter or the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, from and against other federal or state 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 and all losseslitigation, claimsif such settlement is effected with the written consent of the Selling Stockholder), damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, or 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 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 of the Securities Act, or the Prospectus (or any such amendment or supplement theretosupplement) or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus, the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to the Selling Stockholder furnished to the Company by the Selling Stockholder in writing expressly for use therein; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (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, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided that the liability under this Section 9(b) of the Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting discounts, but before expenses, to the Selling Stockholder from the sale of Shares sold by the Selling Stockholder hereunder. The Representative hereby acknowledges that the only information that the Selling Stockholder has furnished to the Company expressly for use in the Registration Statement, 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 theretoto the foregoing) or are the Pricing Disclosure Package, statements set forth under the caption “Selling Shareholder” in reliance upon the Preliminary Prospectus Supplement and the Final Prospectus Supplement. The indemnity agreement set forth in conformity with this Section 9(b) shall be in addition to any liabilities that the Selling Stockholder Information provided by such Selling Stockholder; provided that the liability of the Selling Stockholder under this paragraph shall in no event exceed an amount equal to the net proceeds (exclusive of expenses) received by the Selling Stockholder from the Shares sold by the Selling Stockholder pursuant to this Agreementmay otherwise have.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company its directors, officers, employees and their respective affiliatesagents, directors and officers and each person, if any, who controls any such Underwriter or the Company within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act, from and Act against any and all lossesloss, claimsclaim, damages and liabilities (includingdamage, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action liability or proceeding or any claim assertedexpense, as incurred, to which such fees and expenses are incurred)Underwriter or such controlling person may become subject, joint insofar as such loss, claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or 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 in order to make the statements 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) or any prospectus wrapper material distributed in [___] in connection with the Pricing Disclosure Packagereservation and sale of Directed Shares to [the DSP Participants], or caused by any the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter, or its officers, directors, employees and agents or such controlling person in each case connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided that the foregoing indemnity (A) shall only apply to the extent (1) that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with information furnished in writing by or on behalf of the Selling Stockholder expressly for use in the Registration Statement or any amendment thereto, any Issuer Free Writing Prospectus, any Permitted Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any prospectus wrapper material and (2) of the amount of proceeds (before deducting expenses) received by the Selling Stockholder in connection with the sale of the Selling Stockholder’s Shares pursuant to this agreement and (B) shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, that such arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Registration Statement, any 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(b) or the Pricing Disclosure Package, shall be in reliance upon and in conformity with addition to any liabilities that the Selling Stockholder Information provided by such Selling Stockholder; provided that the liability of the Selling Stockholder under this paragraph shall in no event exceed an amount equal to the net proceeds (exclusive of expenses) received by the Selling Stockholder from the Shares sold by the Selling Stockholder pursuant to this Agreementmay otherwise have.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company its officers and their respective affiliatesemployees, directors and officers and each person, if any, who controls any such Underwriter or the Company within the meaning of Section 15 of the Securities Act against any loss, claim, damage, liability or Section 20 expense, as incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Exchange ActSelling Stockholder), from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading but only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information relating to the Selling Stockholder furnished in writing to the Company by or with the approval of the Selling Stockholder expressly for use in the Registration Statement or any amendments or supplements thereto; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) ), or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, misleading but only to the extent, extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information relating to the Selling Stockholder furnished in writing to the Company by or with the approval of the Selling Stockholder expressly for use in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendments or supplements thereto; (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Selling Stockholder contained herein; or (iv) in whole or in part upon any failure of the Selling Stockholder to perform its obligations hereunder or under law; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of one counsel chosen by BAS and Piper) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Selling Stockholders by the Representatives expressly for use in any the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to the Preliminary Prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented, if the Selling Stockholder 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 Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each Underwriter hereby acknowledges that the only information that the Selling Stockholder furnished to the Company expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or are the Pricing Disclosure Package, in reliance upon and in conformity with respective statements concerning the Selling Stockholder Information provided by such set forth in the table under the caption "Principal and Selling Stockholder; provided that Stockholders" in the Prospectus and associated footnotes thereto. The liability of the Selling Stockholder under the indemnity agreement contained in this paragraph 8(b) shall in no event exceed be limited to an amount equal to the net proceeds (exclusive of expenses) received by the Selling Stockholder from the offering of the Optional Common Shares sold by the Selling Stockholder pursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company its affiliates and their respective affiliatespartners, directors members, directors, officers, employees and officers agents, and each person, if any, who controls any such each Underwriter or the Company any affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and Act against any and all losses, liabilities, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred)expenses, joint or several, that arise out ofto which they or any of them may become subject under the Securities Act, the Exchange Act other federal or state statutory law or regulation, or are 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 Selling Stockholder), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, or 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 not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto) to the foregoing), or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, but, in each the case to the extentof clauses (i) and (ii) above, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, or any amendment thereto, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed with the prior approval of such Selling Stockholder, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material approved by such Selling Stockholder, any Section 5(d) Written Communication approved by such Selling Stockholder or the Prospectus (or any amendment or supplement thereto) or to the Pricing Disclosure Packageforegoing), in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder Information provided expressly for use therein in the preparation of the answers to Item 7 of Form S-1; and will reimburse each Underwriter for any and all expenses, whatsoever, reasonably incurred by such Selling Stockholder; provided that Underwriter (including the fees and disbursements of counsel), in connection with investigating, preparing or defending any such action or claim as such expenses are incurred. Notwithstanding anything to the contrary herein, the liability of the Selling Stockholder under this paragraph shall in no event exceed be limited to an amount equal to the net aggregate gross proceeds (exclusive of after underwriting commissions and discounts, but before expenses) , received by the such Selling Stockholder from the sale of Secondary Offered Shares sold by the Selling Stockholder pursuant to under this AgreementAgreement (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company and their respective its affiliates, directors and officers and each person, if any, who controls any such Underwriter or the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any and all losses, claims, damages and or liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or omission or alleged untrue statement of a material fact contained or omission made in reliance upon and in conformity with any information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, provided, that the Pricing Disclosure PackageSelling Stockholder shall not be liable to any Underwriter under this Section 9(b) with respect to any Preliminary Prospectus to the extent that any such loss, claim, damage or caused by any omission 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 alleged omission given, at or prior to state therein written confirmation of such sale, a material fact necessary in order to make the statements therein, in light copy of the circumstances under which they were made, not misleading, Prospectus or of the Prospectus as then amended or supplemented in each 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 the extent, but only to the extent, that such Underwriter and if such untrue statement or omission or alleged untrue statement or omission or alleged omission was made in the Registration Statement, 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 amendment amendments or supplement supplements thereto) ). Nothing contained in this Agreement shall be construed to abrogate or in any way limit the Pricing Disclosure PackageCompany's indemnification obligations under that certain Registration Rights Agreement dated as of August 3, in reliance upon and in conformity with 2001, as amended from time to time, between the Selling Stockholder Information provided by such Selling Stockholder; provided that and the liability of Company (the Selling Stockholder under this paragraph shall in no event exceed an amount equal to the net proceeds (exclusive of expenses) received by the Selling Stockholder from the Shares sold by the Selling Stockholder pursuant to this "Nortel Networks Registration Rights Agreement").

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company and their respective its affiliates, directors directors, officers, employees and officers agents, and each person, if any, who controls any such Underwriter or the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, from and against other federal or state 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 and all losseslitigation, claimsif such settlement is effected with the written consent of the Selling Stockholder), damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, or 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 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 of the Securities Act, any Written Testing-the-Waters Communication or the Prospectus (or any such amendment or supplement theretosupplement) or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus, such Written Testing-the-Waters Communication or the Prospectus (or any such amendment or supplement thereto) or the Pricing Disclosure Packagesupplement), in reliance upon and in conformity with information relating to the Selling Stockholder Information provided furnished to the Company by such the Selling Stockholder; provided Stockholder in writing expressly for use therein. Each of the Underwriters hereby acknowledges that the only information that the Selling Stockholder has furnished to the Company in writing expressly for use 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 of the Securities Act, any Written Testing-the-Waters Communication or the Prospectus (or any such amendment or supplement) is the Selling Stockholder Information. The aggregate liability of the Selling Stockholder under the indemnification provisions contained in this paragraph and the contribution provisions in Section 10 shall in no event exceed be limited to an amount equal to the net proceeds (exclusive of expenses) the Offered Shares received by the Selling Stockholder from under this Agreement (the Shares sold by the “Selling Stockholder pursuant to this AgreementNet Proceeds”).

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company its officers and their respective affiliatesemployees, directors and officers and each person, if any, who controls any such Underwriter or the Company within the meaning of Section 15 of the Securities Act and the Exchange Act against any loss, claim, damage, liability or Section 20 expense, as incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or the laws or regulations of the Exchange Actprovinces of Canada where the Common Shares have been offered, from and against or at common law or otherwise (including in settlement of any and all losseslitigation, claimsif such settlement is effected with the written consent of the Selling Stockholder), damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) ), or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein 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; provided, however, that the selling stockholder shall be liable under these clauses (i) and (ii) in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package), in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder Information provided by such Selling Stockholderexpressly for use therein; provided that or (iii) in whole or in part upon any inaccuracy in the liability representations and warranties of the Selling Stockholder under this paragraph shall contained herein; or (iv) in no event exceed an amount equal to the net proceeds (exclusive whole or in part upon any failure of expenses) received by the Selling Stockholder from to perform its respective obligations hereunder or under law; or (v) 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 sold Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Selling Stockholder pursuant shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct or violation of any applicable law or regulation of the provinces of Canada where the Common Shares have been offered, and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Selling Stockholder by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this AgreementSection 8(a) shall be in addition to any liabilities that the Selling Stockholder may otherwise have.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the Company and their respective its affiliates, directors directors, officers, employees and officers agents, and each person, if any, who controls any such Underwriter or the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, from and against other federal or state 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 and all losseslitigation, claimsif such settlement is effected with the written consent of the Selling Stockholder), damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, insofar as such fees and expenses are incurred)loss, joint claim, damage, liability or several, that arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, upon (A) (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or caused by any amendment thereto, or 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 not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus or the Time of Sale 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) to the foregoing), or the Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission omission, was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Marketing Material and any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with information relating to the Selling Stockholder furnished to the Representatives by the Selling Stockholder in writing expressly for use therein, and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of outside 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, liability, expense or action. Each of the Representatives, on behalf of itself and on behalf of each of the several Underwriters, hereby acknowledges that the only information that the Selling Stockholder has furnished to the Company expressly for use by the Representatives in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Marketing Material and any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package, in reliance upon and in conformity with is the Selling Stockholder Information provided by such Selling Stockholder; provided that the Information. The liability of the Selling Stockholder under the indemnity agreement contained in this paragraph shall in no event exceed be limited to an amount equal to the total gross proceeds from the offering of the Shares purchased under this Agreement from the Selling Stockholder, net proceeds of underwriting discounts but before expenses (exclusive of expensesthe “Selling Stockholder Proceeds”). The indemnity agreement set forth in this Section 9(b) received by shall be in addition to any liabilities that the Selling Stockholder from the Shares sold by the Selling Stockholder pursuant to this Agreementmay otherwise have.