Common use of Offering of Shares by the Underwriters Clause in Contracts

Offering of Shares by the Underwriters. Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. It is understood that approximately _______________ shares of the Firm Shares ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under no circumstances will Xxxxxx Brothers or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public as part of the public offering contemplated hereby. In connection with the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or 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) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted directly from the bad faith or gross negligence of Xxxxxx Brothers. The Underwriters agree that (i) they will not offer the Shares to the public in Israel within the meaning of Section 15 of the Israeli Securities Law, 5728-1968, (ii) they will not offer the Shares in Israel to an aggregate of more than 35 investors who are not persons of the type enumerated in Section 15A(b) of said Securities Law, including any investor who acquired securities from the Company during the past 12 months, and (iii) they will deliver to the Company the names and addresses of such investors within seven days of the applicable Delivery Date.

Offering of Shares by the Underwriters. Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately _______________ 1,435,000 shares of the Firm Shares ("the “Directed Shares"”) will initially be reserved by the several Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under (the “NASD”) to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to the Directed Share Program Managers offers or indications of interest to purchase shares of Firm Shares in form satisfactory to the Directed Share Program Managers (such program, the “Directed Share Program”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by the Directed Share Program Managers from the Company; provided that under no circumstances will Xxxxxx Brothers or any Underwriter be liable to the Company or to any Directed Share Participant such person for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent It is further understood that any Directed Shares are not affirmatively reconfirmed for purchase by any participant in the Directed Share Participant Program by 10:00 A.M., New York City time, on or immediately after the date of this Agreement, hereof or otherwise are not purchased by such Directed Shares may persons will be offered by the Underwriters to the public as part of upon the public offering contemplated herebyterms and conditions set forth in the Prospectus. In connection with The Company agrees to pay all fees and disbursements incurred by the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program and any stamp duties or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make other taxes incurred by the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to Underwriters 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 directly from the bad faith or gross negligence of Xxxxxx Brothers. The Underwriters agree that (i) they will not offer the Shares to the public in Israel within the meaning of Section 15 of the Israeli Securities Law, 5728-1968, (ii) they will not offer the Shares in Israel to an aggregate of more than 35 investors who are not persons of the type enumerated in Section 15A(b) of said Securities Law, including any investor who acquired securities from the Company during the past 12 months, and (iii) they will deliver to the Company the names and addresses of such investors within seven days of the applicable Delivery Date.

Offering of Shares by the Underwriters. Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately _______________ shares of the - Firm Shares (the "Directed SharesDIRECTED SHARES") will initially be reserved by the several Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under (the "NASD") to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Deutsche Bank Securities Inc. offers or indications of interest to purchase shares of Firm Shares in form satisfactory to Deutsche Bank Securities Inc. (such program, the "DIRECTED SHARE PROGRAM") and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Deutsche Bank Securities Inc. from the Company; provided that under no circumstances will Xxxxxx Brothers Deutsche Bank Securities Inc. or any Underwriter be liable to the Company or to any Directed Share Participant such person for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent It is further understood that any Directed Shares are not affirmatively reconfirmed for purchase by any participant in the Directed Share Participant Program by [ ]:00 A.M., New York City time, on or immediately after the date of this Agreement, hereof or otherwise are not purchased by such Directed Shares may persons will be offered by the Underwriters to the public as part of upon the public offering contemplated herebyterms and conditions to be set forth in the Prospectus. In connection with The Company agrees to pay all fees and disbursements incurred by the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program and any stamp duties or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make other taxes incurred by the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to Underwriters 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 directly from the bad faith or gross negligence of Xxxxxx Brothers. The Underwriters agree that (i) they will not offer the Shares to the public in Israel within the meaning of Section 15 of the Israeli Securities Law, 5728-1968, (ii) they will not offer the Shares in Israel to an aggregate of more than 35 investors who are not persons of the type enumerated in Section 15A(b) of said Securities Law, including any investor who acquired securities from the Company during the past 12 months, and (iii) they will deliver to the Company the names and addresses of such investors within seven days of the applicable Delivery Date.

Offering of Shares by the Underwriters. Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. It is understood that approximately _______________ shares of the 703,125 Firm Shares (the "Directed SharesDIRECTED SHARES") will initially be reserved by the several Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under (the "NASD") to officers, directors, and employees of the Company and certain persons having business relationships with the Company with Retail Ventures and with Schottenstein Stores Corporation, a closely-held Delaware corporation, who have heretofore delivered to Xxxxxx Brothers Inc. offers or indications of interest to purchase Firm Shares in form satisfactory to Xxxxxx Brothers Inc. (such program, the "DIRECTED SHARE PROGRAM") and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. from the Company; provided, that under no circumstances will Xxxxxx Brothers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant such person for any action taken or omitted to be taken in good faith in connection with such Directed Share Program, unless such action or omission was taken by such Underwriter (including for the avoidance of doubt Xxxxxx Brothers Inc.) through its own gross negligence. To the extent It is further understood that any Directed of such Firm Shares which are not affirmatively reconfirmed for purchase purchased by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may persons will be offered by the Underwriters to the public as part of upon the public offering contemplated herebyterms and conditions set forth in the Prospectus. In connection with The Company agrees to pay all fees and disbursements incurred by the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program and any stamp duties or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make other taxes incurred by the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to Underwriters 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 directly from the bad faith or gross negligence of Xxxxxx Brothers. The Underwriters agree that (i) they will not offer the Shares to the public in Israel within the meaning of Section 15 of the Israeli Securities Law, 5728-1968, (ii) they will not offer the Shares in Israel to an aggregate of more than 35 investors who are not persons of the type enumerated in Section 15A(b) of said Securities Law, including any investor who acquired securities from the Company during the past 12 months, and (iii) they will deliver to the Company the names and addresses of such investors within seven days of the applicable Delivery Date.

Offering of Shares by the Underwriters. Upon authorization by the Representatives Representative of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately _______________ shares of the • Firm Shares ("the “Directed Shares"”) will initially be reserved by the several Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of the National Association NASD to directors, officers and employees of Securities Dealersthe Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Xxxxxx Brothers Inc. offers or indications of interest to purchase Firm Shares in form satisfactory to Xxxxxx Brothers Inc. (such program, the “Directed Share Program”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. Under from the Company; provided that under no circumstances will Xxxxxx Brothers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant such person for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent It is further understood that any Directed Shares are not affirmatively reconfirmed for purchase by any participant in the Directed Share Participant Program by [ ]:00 A.M., New York City time, on or immediately after the [date hereof / first business day following the date of this Agreement, hereof] or otherwise are not purchased by such Directed Shares may persons will be offered by the Underwriters to the public as part of upon the public offering contemplated herebyterms and conditions set forth in the Prospectus. In connection with The Company agrees to pay all fees and disbursements incurred by the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program and any stamp duties or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make other taxes incurred by the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to Underwriters 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 directly from the bad faith or gross negligence of Xxxxxx Brothers. The Underwriters agree that (i) they will not offer the Shares to the public in Israel within the meaning of Section 15 of the Israeli Securities Law, 5728-1968, (ii) they will not offer the Shares in Israel to an aggregate of more than 35 investors who are not persons of the type enumerated in Section 15A(b) of said Securities Law, including any investor who acquired securities from the Company during the past 12 months, and (iii) they will deliver to the Company the names and addresses of such investors within seven days of the applicable Delivery Date.

Offering of Shares by the Underwriters. Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately _______________ shares of the 512,500 Firm Shares ("the “Directed Shares"”) will initially be reserved by the several Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of the National Association NASD to directors, officers and employees of Securities Dealersthe Company and its subsidiary and persons having business relationships with the Company and its subsidiary who have heretofore delivered to Xxxxxx Brothers Inc. offers or indications of interest to purchase Firm Shares in form satisfactory to Xxxxxx Brothers Inc. (such program, the “Directed Share Program”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Xxxxxx Brothers Inc. Under from the Company; provided that under no circumstances will Xxxxxx Brothers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant such person for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent It is further understood that any Directed Shares are not affirmatively reconfirmed for purchase by any participant in the Directed Share Participant Program by 9:00 A.M., New York City time, on or immediately after the first business day following the date of this Agreement, hereof or otherwise are not purchased by such Directed Shares may persons will be offered by the Underwriters to the public as part of upon the public offering contemplated herebyterms and conditions set forth in the Prospectus. In connection with The Company agrees to pay all fees and disbursements incurred by the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program and any stamp duties or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make other taxes incurred by the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to Underwriters 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 directly from the bad faith or gross negligence of Xxxxxx Brothers. The Underwriters agree that (i) they will not offer the Shares to the public in Israel within the meaning of Section 15 of the Israeli Securities Law, 5728-1968, (ii) they will not offer the Shares in Israel to an aggregate of more than 35 investors who are not persons of the type enumerated in Section 15A(b) of said Securities Law, including any investor who acquired securities from the Company during the past 12 months, and (iii) they will deliver to the Company the names and addresses of such investors within seven days of the applicable Delivery Date.

Offering of Shares by the Underwriters. Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately _______________ 250,000 shares of the Firm Shares Stock ("the “Directed Shares"”) will initially be reserved by the several Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to employees of the National Association Company and its subsidiaries who have heretofore delivered to UBS Financial Services Inc. (an affiliate of UBS Securities DealersLLC) offers to purchase shares of Firm Stock in form satisfactory to UBS Financial Services Inc. (such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by UBS Financial Services Inc. Under from the Company; provided that under no circumstances will Xxxxxx Brothers UBS Financial Services Inc. or any Underwriter be liable to the Company or to any Directed Share Participant such person for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent It is further understood that any Directed Shares are not affirmatively reconfirmed for purchase by any participant in the Directed Share Participant Program by 8:00 A.M., New York City time, on or immediately after the first business day following the date of this Agreement, hereof or otherwise are not purchased by such Directed Shares may persons will be offered by the Underwriters to the public as part of upon the public offering contemplated herebyterms and conditions set forth in the Prospectus. In connection with The Company agrees to pay all fees and disbursements incurred by the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program and any stamp duties or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make other taxes incurred by the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to Underwriters 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 directly from the bad faith or gross negligence of Xxxxxx Brothers. The Underwriters agree that (i) they will not offer the Shares to the public in Israel within the meaning of Section 15 of the Israeli Securities Law, 5728-1968, (ii) they will not offer the Shares in Israel to an aggregate of more than 35 investors who are not persons of the type enumerated in Section 15A(b) of said Securities Law, including any investor who acquired securities from the Company during the past 12 months, and (iii) they will deliver to the Company the names and addresses of such investors within seven days of the applicable Delivery Date.

Offering of Shares by the Underwriters. Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that approximately _______________ [•] shares of the Firm Shares ("the “Directed Shares"”) will initially be reserved by the several Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under (the “NASD”) to employees of the Company and its subsidiaries and persons having business relationships with the Company and its subsidiaries who have heretofore delivered to [•] (the “Directed Share Program Managers”) offers or indications of interest to purchase shares of Firm Shares in form satisfactory to the Directed Share Program Managers (such program, the “Directed Share Program”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by the Directed Share Program Managers from the Company; provided that under no circumstances will Xxxxxx Brothers the Directed Share Program Managers or any Underwriter be liable to the Company or to any Directed Share Participant such person for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent It is further understood that any Directed Shares are not affirmatively reconfirmed for purchase by any participant in the Directed Share Participant Program by [ ]:00 A.M., New York City time, on or immediately after the date of this Agreement, hereof or otherwise are not purchased by such Directed Shares may persons will be offered by the Underwriters to the public as part of upon the public offering contemplated herebyterms and conditions set forth in the Prospectus. In connection with The Company agrees to pay all fees and disbursements incurred by the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program and any stamp duties or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make other taxes incurred by the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to Underwriters 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 directly from the bad faith or gross negligence of Xxxxxx Brothers. The Underwriters agree that (i) they will not offer the Shares to the public in Israel within the meaning of Section 15 of the Israeli Securities Law, 5728-1968, (ii) they will not offer the Shares in Israel to an aggregate of more than 35 investors who are not persons of the type enumerated in Section 15A(b) of said Securities Law, including any investor who acquired securities from the Company during the past 12 months, and (iii) they will deliver to the Company the names and addresses of such investors within seven days of the applicable Delivery Date.

Offering of Shares by the Underwriters. Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. It is understood that approximately _______________ shares of the 1,160,000 Firm Shares ("the “Directed Shares"”) will initially be reserved by the several Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under (the “NASD”) to officers, directors, and employees of the Company and certain persons having business relationships with the Company with Retail Ventures and with Schottenstein Stores Corporation, a closely-held Delaware corporation, who have heretofore delivered to Lxxxxx Brothers Inc. offers or indications of interest to purchase Firm Shares in form satisfactory to Lxxxxx Brothers Inc. (such program, the “Directed Share Program”) and that any allocation of such Firm Shares among such persons will be made in accordance with timely directions received by Lxxxxx Brothers Inc. from the Company; provided, that under no circumstances will Xxxxxx Lxxxxx Brothers Inc. or any Underwriter be liable to the Company or to any Directed Share Participant such person for any action taken or omitted to be taken in good faith in connection with such Directed Share Program, unless such action or omission was taken by such Underwriter (including for the avoidance of doubt Lxxxxx Brothers Inc.) through its own gross negligence. To the extent It is further understood that any Directed of such Firm Shares which are not affirmatively reconfirmed for purchase purchased by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may persons will be offered by the Underwriters to the public as part of upon the public offering contemplated herebyterms and conditions set forth in the Prospectus. In connection with The Company agrees to pay all fees and disbursements incurred by the offer and sale of the Directed Shares, the Company agrees, promptly upon a request in writing, to indemnify and hold harmless Xxxxxx Brothers and the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program and any stamp duties or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make other taxes incurred by the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to Underwriters 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 directly from the bad faith or gross negligence of Xxxxxx Brothers. The Underwriters agree that (i) they will not offer the Shares to the public in Israel within the meaning of Section 15 of the Israeli Securities Law, 5728-1968, (ii) they will not offer the Shares in Israel to an aggregate of more than 35 investors who are not persons of the type enumerated in Section 15A(b) of said Securities Law, including any investor who acquired securities from the Company during the past 12 months, and (iii) they will deliver to the Company the names and addresses of such investors within seven days of the applicable Delivery Date.

Offering of Shares by the Underwriters. Upon authorization by the Representatives of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. Each of the Underwriters hereby covenants and agrees that it will not offer the Shares in Israel, except that such Underwriter may (A) offer for sale and sell Shares to entities which qualify under Section 15A(b)(1) of the Israeli Securities Law, 1968 and appear in the Addendum thereto, or (B) offer Shares to other persons in Israel indicated by the Company as participating in the Directed Share Program. It is understood that approximately _______________ shares of the 250,000 Firm Shares ("Directed Shares") will initially be reserved as Directed Shares by the several Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. Under no circumstances will Xxxxxx Brothers or any Underwriter be liable NASD to persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Lehman offers or indications of interest to any purchase Firm Shares in foxx xxxisfactory to Lehman through the Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent Program and that any Directed allocation of sxxx Xxrm Shares among such persons will be made in accordance with timely directions received by Lehman from the Company. It is further understood that any Firm Shares xxxxx are not affirmatively reconfirmed for purchase purchased by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may persons will be offered by the Underwriters to the public as part of upon the public offering contemplated herebyterms and conditions set forth in the Prospectus. In connection with the offer and sale of the Directed SharesSubject to Section 6(h), the Company agrees, promptly upon a request in writing, agrees to indemnify pay all fees and hold harmless Xxxxxx Brothers and disbursements incurred by the other Underwriters from and against any loss, claim, damage, expense, liability or action which (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program and any stamp duties or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make other taxes incurred by the statements therein not misleading, (ii) arises out of the failure of any Directed Share Program participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase or (iii) is otherwise related to Underwriters 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 directly from the bad faith or gross negligence of Xxxxxx Brothers. The Underwriters agree that (i) they will not offer the Shares to the public in Israel within the meaning of Section 15 of the Israeli Securities Law, 5728-1968, (ii) they will not offer the Shares in Israel to an aggregate of more than 35 investors who are not persons of the type enumerated in Section 15A(b) of said Securities Law, including any investor who acquired securities from the Company during the past 12 months, and (iii) they will deliver to the Company the names and addresses of such investors within seven days of the applicable Delivery Date.