Common use of Qualified Independent Underwriter Clause in Contracts

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of FINRA in connection with the offering of the Securities. In addition to its obligations under Section 8(a) herein, the Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable for the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheld.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx & Co. LLC Incorporated has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of FINRA the Conduct Rules of the Financial Industry Regulatory Authority, Inc. in connection with the offering of the Offered Securities. In addition to its obligations under Section 8(a) herein, The Company and the Company Selling Stockholder will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Selling Stockholder shall not be liable for in any such case to the reasonable fees and expenses of more than one law firm (in addition to extent that any local counsel) for such loss, claim, damage, liability or expense results from the QIU in its capacity as such and all personsgross negligence, if any, who control such QIU within the meaning of either Section 15 bad faith or willful misconduct of the Securities Act or Section 20 of QIU; provided, further, that the Exchange Act. The Company Selling Stockholder shall not only be liable subject to liability under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry extent such liability arises out of or is based upon any judgment with respect untrue statement or alleged untrue statement or upon an omission or alleged omission based upon written information furnished to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to Company by the CompanySelling Stockholder specifically for use therein; and provided, as applicablefurther, which consent that the liability under this Section of the Selling Stockholder shall not be unreasonably withheldlimited to an amount equal to the aggregate gross proceeds to the Selling Stockholder from the sale of Securities sold by the Selling Stockholder hereunder.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of FINRA in connection with the offering of the Offered Securities. In addition to its obligations under Section 8(a) herein, the Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable for the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheld.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC has without compensation and pursuant to a letter agreement dated October 15, 2003 among the Company, Xxxxxxxx and the QIU, the terms of which are incorporated herein by reference, the QIU acted as “"qualified independent underwriter” (in such capacity, the “QIU”) " within the meaning of Rule 5121 2720 of FINRA the Conduct Rules of the NASD in connection with the offering of the SecuritiesPublic Offering. In addition to its obligations under Section 8(a) herein, the The Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents QIU and each person, if any, person who controls the QIU within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, or liability results from the gross negligence or willful misconduct of the QIU or any misrepresentation or breach of warranty by the QIU under the terms of such letter agreement. As compensation for the services of the QIU hereunder, Xxxxxxxx agrees to pay the QIU $50,000 on the Closing Date and to reimburse the QIU for all reasonable expenses, including fees and disbursements of counsel, incurred by it as the QIU. The price at which the Shares will be sold to the public shall not be liable for higher than the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to maximum price recommended by the Company, as applicable, which consent shall not be unreasonably withheldQIU.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC and pursuant to a letter agreement dated March 24, 2015, by and among the Company, the Placement Agent and the QIU, the terms of which are incorporated herein by reference, the QIU is acting and has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of FINRA Rule 5121 of FINRA in connection with the offering placement of the SecuritiesShares. In addition to its obligations under Section 8(a) herein, the The Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents QIU and each person, if any, person who controls the QIU within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become {00044218.DOCX;1} 26 subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering placement of Securities as contemplated by this Agreement, the Shares and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, or liability results from the gross negligence or willful misconduct of the QIU or any misrepresentation or breach of warranty by the QIU under the terms of such letter agreement. As compensation for the services of the QIU hereunder, the Company agrees to pay the QIU $50,000 on the Closing Date and to reimburse the QIU for all reasonable expenses, including fees and expenses disbursements of more than one law firm (in addition to any local counsel) for , incurred by it as the QIU in its capacity as such and all personsan amount not to exceed $1,000; provided, however, that if anythe gross proceeds to the Company from the Offering is less than $7,001,500, who control such the Company shall be obligated to pay to the QIU within the meaning of either Section 15 0.73% of the Securities Act or Section 20 actual gross proceeds of the Exchange Act. The Company shall not offering as compensation for its services and in reimbursement of its expenses and the Placement Agent will be liable under responsible to pay the balance out of its own commission received in this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheldOffering.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. UBS Securities LLC has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of FINRA the Conduct Rules of the National Association of Securities Dealers, Inc. in connection with the offering of the Offered Securities. In addition to its obligations under Section 8(a) herein, the The Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within ”, or if the meaning indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party, then the Company shall contribute to the amount paid or payable by such indemnified party as a result of Rule 5121 of FINRAthe losses, claims, damages or liabilities, based on the factors described in Section 8(d) in connection with the offering of Securities as contemplated by this Agreementabove, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable for the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheld.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of FINRA the Conduct Rules of the National Association of Securities Dealers, Inc. in connection with the offering of the Offered Securities. In Without limitation of and in addition to its obligations under the other paragraphs of Section 8(a) herein8, the Company and the Selling Stockholder will severally and not jointly indemnify and hold harmless the QIU, its partners, members, directors, officers, employees officers and agents its affiliates and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU they or any of them may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU each such indemnified party for any legal or other expenses reasonably incurred by the QIU them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; and provided, howeverfurther, that the Company Selling Stockholder shall not only be liable for the reasonable fees and expenses of more than one law firm (in addition subject to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable liability under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry extent such liability arises out of or is based upon any untrue statement or alleged untrue statement or upon an omission or alleged omission made in reliance on and in conformity with written information provided by the Selling Stockholder expressly for use therein, it being understood that the only such information furnished by the Selling Stockholder consists of the statements relating to the Selling Stockholder under the caption “Principal and Selling Shareholders” in any Registration Statement at any time, Statutory Prospectus as of any judgment with respect time, the Prospectus or any Issuer Free Writing; and provided, further, that the liability under this Section of the Selling Stockholder shall be limited to any pending or threatened claiman amount equal to the aggregate gross proceeds after underwriting commissions and discounts, actionbut before expenses, suit or proceeding in respect to the Selling Stockholder from the sale of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to Securities sold by the Company, as applicable, which consent shall not be unreasonably withheldSelling Stockholder hereunder.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities Inc. has without compensation acted as “"qualified independent underwriter” " (in such capacity, the “"QIU”") within the meaning of Rule 5121 2720 of FINRA the Conduct Rules of the NASD in connection with the offering of the Offered Securities. In addition to its obligations under Section 8(a) hereinThe Company and the Selling Stockholders, the Company jointly and severally, will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company (i) each Selling Stockholder shall not be liable for the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent only to the entry extent of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties gross proceeds attributable to such claim Selling Stockholder from the sale of Offered Securities to the Underwriters and (ii) The Denver Foundation shall only be subject to liability under this Section to the extent that such liability arises out of or action) unless is based upon any untrue statement or alleged untrue statement or omission or alleged omission based upon information provided by such settlement, compromise Selling Stockholder or consent is consented to contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Company, as applicable, which consent shall not be unreasonably withheldCustody Agreement.

Qualified Independent Underwriter. The Company hereby confirms that at its request engagement of Xxxxxx Xxxxxxx Xxxxx & Co. LLC, and Xxxxxx Xxxxxxx & Co. LLC has without compensation acted as “hereby confirms its agreement with the Company to render services as, a qualified independent underwriter” underwriter (within the meaning of FINRA rule 5121(f)(12)) (Xxxxxx Xxxxxxx & Co. LLC, in such capacity, the “QIU”) within with respect to the meaning offering and sale of Rule 5121 of FINRA the Offered Securities. The Company, the QIU and the Underwriters agree that the QIU shall not receive any compensation hereunder for serving as QIU in connection with the offering and sale of the Offered Securities. In addition to its obligations under Section 8(a) hereinThe Company and each Selling Shareholder will, the Company will severally and not jointly, indemnify and hold harmless the QIU, its directors, officers, employees and agents affiliates and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon the QIU’s acting (or alleged failing failure to act) as such a “qualified independent underwriter” (within the meaning of FINRA Rule 5121 of FINRA5121(f)(12)) in connection with the offering and sale of the Offered Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company nor any Selling Shareholder shall not be liable for in any such case to the reasonable fees and expenses extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of more than one law firm (in addition to any local counsel) for the QIU and provided further, however, that in its capacity the case of a Selling Shareholder, such Selling Shareholder will only be liable to the extent, and only to the extent, that such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission that was made in any Registration Statement, any Statutory Prospectus, the Final Prospectus, any Written Testing-the-Waters Communication or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company in writing by such Selling Shareholder specifically for use therein (such information consisting of only the information specified as such and all persons, if any, who control such QIU within the meaning of either in Section 15 of the Securities Act or Section 20 of the Exchange Act8(b)). The Company shall not be liable aggregate liability of each Selling Shareholder under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder 10 and Section 8 (whether or not the indemnified parties are actual or potential parties to such claim or actionincluding Section 8(b) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent and Section 8(e)) shall not be unreasonably withheldexceed the limit set forth in Section 8(b).

Qualified Independent Underwriter. The Company M Holdings hereby confirms that at its request Xxxxxxx Xxxxx & Co. UBS Securities LLC has without additional compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of FINRA the Conduct Rules of the Financial Industry Regulatory Authority, Inc. in connection with the offering of the Offered Securities. In addition to its obligations under Section 8(a) herein, M Holdings and the Company Selling Stockholders will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees employees, agents and agents affiliates and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, howeverthat each Selling Stockholder shall only be subject to liability under this Section to the extent such liability arises out of or is based upon any untrue statement or alleged untrue statement or upon an omission or alleged omission based upon information provided by such Selling Stockholder or contained in a representation or warranty given by such Selling Stockholder in this Agreement; and provided, further, that the Company shall not be liable for the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable liability under this Section 11 of each Selling Stockholder shall be limited to any indemnified party regarding any settlement or compromise or consent an amount equal to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties aggregate gross proceeds to such claim or action) unless Selling Stockholder from the sale of Securities sold by such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheldSelling Stockholder hereunder.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxx Xxxxxxx Xxxxx & Co. LLC has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of FINRA Rule 5121 of FINRA in connection with the offering of the SecuritiesOffered Securities and has undertaken the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically those inherent in Section 11 of the Securities Act. In addition to its obligations under Section 8(a) herein, The Company and the Company Selling Stockholders will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; , provided, however, that the Company shall will not be liable for in any such case to the reasonable fees and expenses of more than one law firm (in addition to extent any local counsel) for such loss, claim, damage, liability or action results from the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 gross negligence or willful misconduct of the Securities Act or Section 20 of QUI and, provided further, that each Selling Stockholder shall be subject to such liability only to the Exchange Act. The Company shall not be liable extent that such liability is based upon its Selling Stockholder Information and provided, further, that the liability under this Section 11 10 of such Selling Stockholder shall be limited to any indemnified party regarding any settlement or compromise or consent an amount equal to the entry of any judgment with respect to any pending or threatened claimaggregate gross proceeds after underwriting commissions and discounts, actionbut before expenses, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless Selling Stockholder from the sale of the Offered Securities sold by such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheldSelling Stockholder hereunder.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities Inc. has without compensation acted as “"qualified independent underwriter” " (in such capacity, the “"QIU”) " within the meaning of Rule 5121 2720 of FINRA the Conduct Rules of the NASD in connection with the offering of the SecuritiesShares. In addition to its obligations under Section 8(a) herein, The Company and the Company Operating Partnership and the Selling Stockholders will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claimsexpenses, liabilities, damages or liabilitiesclaims, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claimsexpenses, liabilities, damages or liabilities claims (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claimexpense, damageliability, liability damage or claim or action as such expenses are incurred; and provided, however, that the Company each Selling Stockholder shall not only be liable for the reasonable fees and expenses of more than one law firm (in addition subject to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable liability under this Section 11 to the extent such liability arises out of or is based upon (i) any indemnified party regarding any settlement untrue statement or compromise alleged untrue statement or consent upon an omission or alleged omission based upon information furnished in writing to the entry Representative by such Selling Stockholder, (ii) a breach of a representation or warranty given by such Selling Stockholder in this Agreement, the Power of Attorney or the Custody Agreement or (iii) any judgment failure on the part of such Selling Stockholder to comply with respect any applicable law, rule or regulation relating to any pending or threatened claimthe offering of securities being made pursuant to the Prospectus; and provided, actionfurther, suit or proceeding in respect that the liability under this Section 11 of which indemnification or contribution may each Selling Stockholder shall be sought hereunder (whether or not limited to an amount equal to the indemnified parties are actual or potential parties aggregate gross proceeds to such claim or action) unless Selling Stockholder from the sale of Shares sold by such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheldSelling Stockholder hereunder.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC [ ● ] has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of FINRA Rule 5121 of FINRA in connection with the offering of the SecuritiesOffered Securities and has undertaken the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically those inherent in Section 11 of the Securities Act. In addition to its obligations under Section 8(a) herein, The Company and the Company Selling Stockholders will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; , provided, however, that the Company shall will not be liable for in any such case to the reasonable fees and expenses of more than one law firm (in addition to extent any local counsel) for such loss, claim, damage, liability or action results from the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 gross negligence or willful misconduct of the Securities Act or Section 20 of QUI and, provided further, that each Selling Stockholder shall be subject to such liability only to the Exchange Act. The Company shall not be liable extent that such liability is based upon its Selling Stockholder Information and provided, further, that the liability under this Section 11 10 of such Selling Stockholder shall be limited to any indemnified party regarding any settlement or compromise or consent an amount equal to the entry of any judgment with respect to any pending or threatened claimaggregate gross proceeds after underwriting commissions and discounts, actionbut before expenses, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless Selling Stockholder from the sale of the Offered Securities sold by such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheldSelling Stockholder hereunder.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities Inc. has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of FINRA the Conduct Rules of the Financial Industry Regulatory Authority, formerly National Association of Securities Dealers, Inc., in connection with the offering of the Offered Securities. In addition to its obligations under Section 8(a) herein, the The Company will indemnify and hold harmless the QIU, its directorsaffiliates, officers, employees directors and agents officers and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal expenses (including the expenses of counsel separate from any counsel, including local counsel, representing the other Underwriters) or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided. In addition, howeverif indemnity may be sought by the QIU pursuant to this Section 9, that then in addition to such separate firm of the Company Underwriters, their affiliates and such control persons of the Underwriters the indemnifying party shall not be liable for the reasonable fees and expenses of not more than one law separate firm (in addition to any local counsel) for the QIU (as defined in Section 9), its capacity as such affiliates, directors, officers and all persons, if any, who control such the QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheld.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx Merrill Lynch, Pierce, Fenner & Co. LLC Smith Incorporated has [without compensation compenxxxxxx] acted as “qualified independent "qualixxxx xndexxxxxnt underwriter” " (in such capacity, the “"QIU”") within the meaning of Rule 5121 2710 of FINRA the Conduct Rules of the National Association of Securities Dealers, Inc. in connection with the offering of the Offered Securities. In addition to its obligations under Section 8(a) herein, The Company and the Company Selling Stockholders will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, howeverthat each Selling Stockholder shall only be subject to liability under this Section to the extent such liability arises out of or is based upon any untrue statement or alleged untrue statement or upon an omission or alleged omission based upon information provided by such Selling Stockholder (it being understood and agreed that the only such information is that provided for use under the caption "Principal and Selling Stockholders") or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement; and provided, further, that the Company shall not be liable for the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable liability under this Section 11 of each Selling Stockholder shall be limited to any indemnified party regarding any settlement or compromise or consent an amount equal to the entry aggregate gross proceeds, net of any judgment with respect to any pending or threatened claimunderwriting discounts and commissions (before deducting expenses), action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless Selling Stockholder from the sale of Securities sold by such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheldSelling Stockholder hereunder.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC First Albany Corporation has without compensation acted as “"qualified independent underwriter” " (in such capacity, the “"QIU”") within the meaning of Rule 5121 2710 of FINRA the Conduct Rules of the National Association of Securities Dealers, Inc. in connection with the offering of the SecuritiesShares. In addition to its obligations under Section 8(a) herein, The Company and the Company Selling Shareholders will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company nor any of the Selling Shareholders shall not be liable for the reasonable fees and expenses of more than one law firm (in addition obligated to any local counsel) for indemnify or hold harmless the QIU in its capacity as such and all personsagainst any loss, if anyclaim, who control such QIU within damage or liability arising from or related to the meaning of either Section 15 gross negligence or willful misconduct of the Securities Act or Section 20 of the Exchange Act. The Company QIU; provided further, that each Selling Shareholder shall not only be liable subject to liability under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry extent such liability arises out of or is based upon any judgment with respect untrue statement or alleged untrue statement or upon an omission or alleged omission based upon information provided by such Selling Shareholder or contained in a representation or warranty given by such Selling Shareholder in this Agreement or the Custody Agreement; and provided, further, that the liability under this Section of each Selling Shareholder shall be limited to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not an amount equal to the indemnified parties are actual or potential parties aggregate gross proceeds to such claim or action) unless Selling Shareholder from the sale of Common Stock sold by such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheldSelling Shareholder hereunder.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC has without compensation and pursuant to a letter agreement dated _________, 2005 among the Company, the Representative and the QIU, the terms of which are incorporated herein by reference, the QIU acted as “"qualified independent underwriter” (in such capacity, the “QIU”) " within the meaning of Rule 5121 2720 of FINRA the Conduct Rules of the NASD in connection with the public offering of the SecuritiesShares. In addition to its obligations under Section 8(a) herein, the The Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents QIU and each person, if any, person who controls the QIU within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, or liability results from the gross negligence or willful misconduct of the QIU or any misrepresentation or breach of warranty by the QIU under the terms of such letter agreement. As compensation for the services of the QIU hereunder, the Company agrees to pay the QIU $100,000 on the Closing Date and to reimburse the QIU for all reasonable expenses, including fees and disbursements of counsel, incurred by it as the QIU. The price at which the Shares will be sold to the public shall not be liable for higher than the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to maximum price recommended by the Company, as applicable, which consent shall not be unreasonably withheldQIU.

Qualified Independent Underwriter. The Without limitation of and in addition to its obligations under the other paragraphs of this Section 8, the Company hereby confirms that at its request agrees to indemnify and hold harmless Xxxxxxx Xxxxx & Co. LLC has without compensation acted as “qualified independent underwriter” (in such capacitythe capacity described in this paragraph, the “QIUIndependent Underwriter”) within the meaning of Rule 5121 of FINRA in connection with the offering of the Securities. In addition to its obligations under Section 8(a) herein, the Company will indemnify and hold harmless the QIU), its affiliates, directors, officers, officers and employees and agents and each person, if any, person who controls the QIU Independent Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities) to which the QIU Independent Underwriter, affiliate, director, officer, employee or controlling person may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon upon, the QIUIndependent Underwriter’s acting (or alleged failing to act) as such a “qualified independent underwriter” (within the meaning of FINRA Rule 5121 of FINRA5121) in connection with the offering of Securities as contemplated by this Agreement, and will agrees to reimburse the QIU each such indemnified party promptly upon demand for any legal or other expenses reasonably incurred by the QIU them in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company shall not be liable for in any such case to the reasonable fees and expenses extent that it is determined in a final judgment by a court of more than one law firm (in addition to any local counsel) for competent jurisdiction that such loss, claim, damage, liability or action resulted directly from the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 gross negligence or willful misconduct of the Securities Act or Section 20 of the Exchange ActIndependent Underwriter. The Company relative benefits received by the Independent Underwriter with respect to the offering contemplated by this Agreement shall, for purposes of Section 8(d), be deemed to be equal to the compensation received by the Independent Underwriter for acting in such capacity. In addition, notwithstanding the provisions of Section 8(d), the Independent Underwriter shall not be liable under this Section 11 required to contribute any indemnified party regarding any settlement or compromise or consent to amount in excess of the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to compensation received by the Company, as applicable, which consent shall not be unreasonably withheldIndependent Underwriter for acting in such capacity.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC has UBS Securities LLChas without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of FINRA the Conduct Rules of the National Association of Securities Dealers, Inc. in connection with the offering of the Offered Securities. In addition to its obligations under Section 8(a) herein, the The Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within ”, or if the meaning indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party, then the Company shall contribute to the amount paid or payable by such indemnified party as a result of Rule 5121 of FINRAthe losses, claims, damages or liabilities, based on the factors described in Section 8(d) in connection with the offering of Securities as contemplated by this Agreementabove, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable for the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheld.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. Credit Suisse Securities (USA) LLC has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of FINRA in connection with the offering of the Offered Securities. The public offering price of the Securities is not in excess of the price recommended by the QIU, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of FINRA. In addition to its obligations under Section 8(a) herein, the Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable for the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange ActQIU. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheld.

Qualified Independent Underwriter. The Company hereby confirms that that, at its request Xxxxxxx Xxxxx request, Tudor, Pickering, Xxxx & Co. Co., LLC has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of FINRA Rule 5121 of FINRA in connection with the offering of the Offered Securities. In addition to its obligations under Section 8(a) herein, The Company and the Company Selling Stockholders will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company each Selling Stockholder shall not only be liable for the reasonable fees and expenses of more than one law firm (in addition subject to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable liability under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry extent such liability arises out of or is based upon any judgment with respect untrue statement or alleged untrue statement or upon an omission or alleged omission based upon information provided by such Selling Stockholder or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement; provided further, that the liability under this Section of each Selling Stockholder shall be limited to any pending or threatened claiman amount equal to the aggregate gross proceeds after underwriting commissions and discounts, actionbut before expenses, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless Selling Stockholder from the sale of Securities sold by such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheldSelling Stockholder hereunder.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxxx, Xxxxx & Co. LLC Xxxxx, Incorporated has agreed to render services, without compensation acted compensation, as “"qualified independent underwriter” " (in such capacity, the “"QIU”) " within the meaning of Rule 5121 Section2720 of FINRA in connection the Conduct Rules of the National Association of Securities Dealers, Inc.) with respect to the offering and sale of the SecuritiesShares. In addition to its obligations under Section 8(a) herein, the The Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will have no obligation to indemnify the QIU under this Section 10 to the extent that any such loss, claim, damage or liability (or action in respect thereof) shall not have been determined by a court of competent jurisdiction (which determination has become final and non-appealable) to have been due to the willful misconduct or gross negligence of the QIU. The obligations of the Company under this Section 10 shall be liable for the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for liability which the QIU in its capacity as such Company may otherwise have and all personsshall extend, upon the same terms and conditions to each person, if any, who control such controls the QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheld.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC has without compensation and pursuant to a letter agreement dated May 27, 2014, by and among the Company, the Placement Agent and the QIU, the terms of which are incorporated herein by reference, the QIU acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of FINRA Rule 5121 of FINRA in connection with the offering placement of the SecuritiesShares. In addition to its obligations under Section 8(a) herein, the The Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents QIU and each person, if any, person who controls the QIU within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, or liability results from the gross negligence or willful misconduct of the QIU or any misrepresentation or breach of warranty by the QIU under the terms of such letter agreement. As compensation for the services of the QIU hereunder, the Company agrees to pay the QIU $50,000 on the Closing Date and to reimburse the QIU for all reasonable expenses, including fees and expenses disbursements of more than one law firm (in addition to any local counsel) for , incurred by it as the QIU in its capacity as such and all personsan amount not to exceed $10,000; provided, however, that if anythe gross proceeds to the Company from the Offering is less than $9 million, who control such the Company will only be responsible to pay the QIU within the meaning of either Section 15 0.5556% of the Securities Act or Section 20 gross proceeds of the Exchange Act. The Company shall not Offering as compensation for its services and up to 0.1111% of the gross proceeds of the Offering as expense reimbursement and the Placement Agent will be liable under responsible to pay the balance out of its own commission received in this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheldOffering.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx engagement of Merrill Lynch, Pierce, Fenner & Co. LLC has without compensation acted as “Smith Incorporated as, and Merrill Lynxx, Xxxrce, Fenner & Smxxx Xxcorxxxxxed hereby confirms its xxxxxxent with the Comxxxx xo rxxxxx services as, a "qualified independent underwriter” (in such capacity, the “QIU”) " within the meaning of Rule 5121 2720 of FINRA in connection the Conduct Rules of the National Association of Securities Dealers, Inc. with respect to the offering and sale of the Offered Securities. Merrill Lynch, Pierce, Fenner & Smith Incorporated, solely in its capaxxxx xx qualified indepxxxxxx unxxxxxiter and not otherwise, is referred to herein as the "QIU". In addition to its obligations under Section 8(a) hereinand without limitation of the Company's obligation to indemnify Merrill Lynch, the Company will indemnify Pierce, Fenner & Smith Incorporated as an Underwriter, xxx Xxxpany also agrees xx xxdemxxxx and hold harmless the QIU, its directors, officers, employees affiliates (as such term is defined in Rule 501(b) under the Act) and selling agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all lossesloss, claimsliability, damages or liabilitiesclaim, joint or severaldamage, to which the QIU may become subjectand expense whatsoever, under the Actas incurred, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar incurred as such losses, claims, damages or liabilities (or actions in respect thereof) arise out a result of or are based upon the QIU’s acting (or alleged failing to act) 's participation as such “a "qualified independent underwriter” (" within the meaning of Rule 5121 2720 of FINRA) the Conduct Rules of the National Association of Securities Dealers, Inc. in connection with the offering of Securities as contemplated by this Agreementthe Offered Securities, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable for the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheld.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC Jefferies has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of FINRA the Conduct Rules of the NASD in connection with the offering of the Offered Securities. In addition The Company and the Issuer, jointly and severally, and the Selling Stockholders, severally but not jointly, agree to its obligations under Section 8(a) herein, the Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided. The liability of each Selling Stockholder pursuant to this Section 10 shall be to the extent, howeverand only to the extent, that such losses, claims, damages or liabilities arise from an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with such Selling Stockholder’s Selling Stockholder Information and the Company aggregate liability of each such Selling Stockholder pursuant to this Section 10 and subsections (b) and (e) of Section 8 shall not be liable for exceed the reasonable fees amount of proceeds (after deducting underwriting discounts and expenses of more than one law firm (in addition to any local counselcommissions) for each such Selling Stockholder shall receive from the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 sale of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheldOffered Securities.

Qualified Independent Underwriter. The Company parties hereby confirms agree that at its request Xxxxxxx Xxxxx & Co. Credit Suisse Securities (USA) LLC has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of FINRA the Conduct Rules of the National Association of Securities Dealers, Inc. in connection with the offering of the Offered Securities. In addition to its obligations under Section 8(a) herein, The Company and the Company Selling Stockholders will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, howeverthat each Selling Stockholder shall only be subject to liability under this Section to the extent such liability arises out of or is based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case only to the extent that such untrue statements or alleged untrue statements in or omissions or alleged omissions from a Registration Statement or the Final Prospectus were made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by such Selling Stockholder is the Selling Stockholder Information; provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after deducting underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder hereunder; provided, further, that the Company shall and the Selling Stockholders will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the reasonable fees and expenses only such information furnished by any Underwriter consists of more than one law firm (in addition to any local counsel) for the QIU in its capacity information described as such and all persons, if any, who control such QIU within the meaning of either in Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action8(c) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheldabove.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC has without compensation acted as “qualified independent underwriter” (Without limitation of and in such capacity, the “QIU”) within the meaning of Rule 5121 of FINRA in connection with the offering of the Securities. In addition to its obligations under the other paragraphs of this Section 8(a) herein8, the Company will agrees to indemnify and hold harmless Barclays Capital Inc. (in the QIUcapacity described in this paragraph, the “Independent Underwriter”), its affiliates, directors, officers, officers and employees and agents and each person, if any, person who controls the QIU Independent Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Securities) to which the QIU Independent Underwriter, affiliate, director, officer, employee or controlling person may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon upon, the QIUIndependent Underwriter’s acting (or alleged failing to act) as such a “qualified independent underwriter” (within the meaning of FINRA Rule 5121 of FINRA5121) in connection with the offering of Securities as contemplated by this Agreement, and will agrees to reimburse the QIU each such indemnified party promptly upon demand for any legal or other expenses reasonably incurred by the QIU them in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company shall not be liable for in any such case to the reasonable fees and expenses extent that it is determined in a final judgment by a court of more than one law firm (in addition to any local counsel) for competent jurisdiction that such loss, claim, damage, liability or action resulted directly from the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 gross negligence or willful misconduct of the Securities Act or Section 20 of the Exchange ActIndependent Underwriter. The Company relative benefits received by the Independent Underwriter with respect to the offering contemplated by this Agreement shall, for purposes of Section 8(d), be deemed to be equal to the compensation received by the Independent Underwriter for acting in such capacity. In addition, notwithstanding the provisions of Section 8(d), the Independent Underwriter shall not be liable under this Section 11 required to contribute any indemnified party regarding any settlement or compromise or consent to amount in excess of the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to compensation received by the Company, as applicable, which consent shall not be unreasonably withheldIndependent Underwriter for acting in such capacity.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities Inc. has without compensation acted as “"qualified independent underwriter” " (in such capacity, the “"QIU”) " within the meaning of Rule 5121 2720 of FINRA the Conduct Rules of the NASD in connection with the offering of the SecuritiesShares. In addition to its obligations under Section 8(a) hereinThe Company, the Company Operating Partnership and the Selling Stockholders will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claimsexpenses, liabilities, damages or liabilitiesclaims, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claimsexpenses, liabilities, damages or liabilities claims (or actions in respect thereof) arise out of or are based upon the QIU’s 's acting (or alleged failing to act) as such “"qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, " and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claimexpense, damageliability, liability damage or claim or action as such expenses are incurred; and provided, however, that the Company each Selling Stockholder shall not only be liable for the reasonable fees and expenses of more than one law firm (in addition subject to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable liability under this Section 11 to the extent such liability arises out of or is based upon (i) any indemnified party regarding any settlement untrue statement or compromise alleged untrue statement or consent upon an omission or alleged omission based upon information furnished in writing to the entry Representative by such Selling Stockholder, (ii) a breach of a representation or warranty given by such Selling Stockholder in this Agreement, the Power of Attorney or the Custody Agreement or (iii) any judgment failure on the part of such Selling Stockholder to comply with respect any applicable law, rule or regulation relating to any pending or threatened claimthe offering of securities being made pursuant to the Prospectus; and provided, actionfurther, suit or proceeding in respect that the liability under this Section 11 of which indemnification or contribution may each Selling Stockholder shall be sought hereunder (whether or not limited to an amount equal to the indemnified parties are actual or potential parties aggregate gross proceeds to such claim or action) unless Selling Stockholder from the sale of Shares sold by such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheldSelling Stockholder hereunder.

Qualified Independent Underwriter. The Company hereby confirms that at Each International Underwriter other than Credit Suisse Securities (USA) LLC will pay to Credit Suisse Securities (USA) LLC upon its request Xxxxxxx Xxxxx & Co. request, as contribution, such Underwriter’s proportionate share, based upon such Underwriter’s underwriting commitment, of any losses, claims, damages or liabilities, joint or several, paid or incurred by Credit Suisse Securities (USA) LLC has without compensation acted as to any person, arising out of or based upon Credit Suisse Securities (USA) LLC S.A.’s acting (or alleged failing to act) in the capacity of “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of the Conduct Rules of the FINRA in connection with the offering of the Offered Securities. In addition to its obligations under Section 8(a) herein, the Company will indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, ; and will reimburse the QIU for pay such proportionate share of any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage or liability, or any action in respect thereof. In determining the amount of any Underwriter’s obligation under this Section 12, appropriate adjustment may be made by the QIU to reflect any amounts received by the QIU in respect of such claim from the Company or any other person (other than an Underwriter) pursuant to the International Underwriting Agreement, the Brazilian Underwriting Agreement or otherwise. If any such claim is contested, the QIU may take such action in connection therewith as the XXX xxxxx necessary or desirable, including retention of separate counsel for itself, and the fees and disbursements of any counsel so retained by it shall be included in amounts payable pursuant to this Section 12. In determining amounts payable pursuant to this Section, any loss, claim, damage, liability or action as such expenses are incurred; provided, however, that expense incurred by any person controlling the Company shall not be liable for the reasonable fees and expenses of more than one law firm (in addition to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the United States Securities Act or Section 20 of 1933 which has been incurred by reason of such control relationship shall be deemed to have been incurred by the Exchange ActQIU. The Company shall not be liable under this Section 11 to any indemnified party regarding any settlement or compromise QIU may settle or consent to the entry settlement of any judgment with respect to any pending or threatened such claim, action, suit or proceeding in respect on advice of counsel retained by it. Whenever the QIU receives notice of the assertion of any claim to which indemnification or contribution may the provisions of this Section would be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent it will give prompt notice thereof to each Underwriter. If any Underwriter or Underwriters default in their obligation to make payments under this Section, each non-defaulting Underwriter shall not be unreasonably withheldobligated to pay its proportionate share of all defaulted payments, based upon such Underwriter’s underwriting obligation as related to the underwriting obligations of all non-defaulting Underwriters.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx & Co. LLC Incorporated has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 2720 of FINRA the Conduct Rules of the Financial Industry Regulatory Authority, Inc. in connection with the offering of the Offered Securities. In addition to its obligations under Section 8(a) herein, The Company and the Company Selling Stockholder will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Selling Stockholder shall not be liable for in any such case to the reasonable fees and expenses of more than one law firm (in addition to extent that any local counsel) for such loss, claim, damage, liability or expense results from the QIU in its capacity as such and all personsgross negligence, if any, who control such QIU within the meaning of either Section 15 bad faith or willful misconduct of the Securities Act or Section 20 of QIU; provided, further, that the Exchange Act. The Company Selling Stockholder shall not only be liable subject to liability under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry extent such liability arises out of or is based upon any judgment with respect untrue statement or alleged untrue statement or upon an omission or alleged omission based upon written information furnished to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to Company by the CompanySelling Stockholder specifically for use therein; and provided, as applicablefurther, which consent that the liability under this Section of the Selling Stockholder shall not be unreasonably withheldlimited to an amount equal to the aggregate gross proceeds to the Selling Stockholder from the sale of Securities sold by the Selling Stockholder hereunder.

Qualified Independent Underwriter. The Company hereby confirms that at its request Xxxxxxx Xxxxx & Co. Credit Suisse Securities (USA) LLC has without compensation acted as “qualified independent underwriter” (in such capacity, the “QIU”) within the meaning of Rule 5121 of FINRA in connection with the offering of the Offered Securities. In addition to its obligations under Section 8(a) herein, The Company and the Company Selling Stockholders will severally and not jointly indemnify and hold harmless the QIU, its directors, officers, employees and agents and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the QIU may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the QIU’s acting (or alleged failing to act) as such “qualified independent underwriter” (within the meaning of Rule 5121 of FINRA) in connection with the offering of Securities as contemplated by this Agreement, and will reimburse the QIU for any legal or other expenses reasonably incurred by the QIU in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; incurred and provided, howeverfurther, that the Company each Selling Stockholder shall not only be liable for the reasonable fees and expenses of more than one law firm (in addition subject to any local counsel) for the QIU in its capacity as such and all persons, if any, who control such QIU within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. The Company shall not be liable liability under this Section 11 to any indemnified party regarding any settlement or compromise or consent to the entry extent such liability arises out of or is based upon any judgment with respect to any pending untrue statement or threatened claim, action, suit alleged untrue statement or proceeding upon an omission or alleged omission based upon information provided by such Selling Stockholder or contained in respect of which indemnification a representation or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to warranty given by such claim or action) unless such settlement, compromise or consent is consented to by the Company, as applicable, which consent shall not be unreasonably withheldSelling Stockholder in this Agreement.