definiens: ( as defined in 1933 Act Rule 433 ), ( ii ) any omission oralleged omission of a material fact required to be stated therein or necessary to make the statements therein notmisleading, ( iii ) any violation or alleged violation by the Company of any rule or regulation promulgated under the 1933Act, the 1934 Act, FINRA or any state securities laws applicable to the Company and relating to action or inactionrequired of the Company in connection with any such registration, and the Company will pay and reimburse theShareholder and each such affiliate, director, officer, partner and controlling person for the legal fees and expenses ofone counsel, and any other nonlegal expenses, actually and reasonably incurred by them in connection withinvestigating, defending or settling any such loss, claim, liability, action or proceeding or ( iv ) the failure to include, atthe time of pricing any offering, the information required by Sections 12(a)(2 ) and 17(a)(2 ) of the 1933 Act ; provided, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, expense, liability ( or action or proceeding in respect thereof ) or expense arises out of or is based upon an untrue statement oralleged untrue statement, or omission or alleged omission, made in such Registration Statement, any suchprospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Company by the Shareholder expressly foruse therein or by the Shareholder ’s failure to deliver, to the extent required by law and except to the extent suchfailure results from a failure by the Company to comply with Section 3(f ), a copy of the Registration Statement orprospectus or any amendments or supplements thereto after the Company has furnished the Shareholder with asufficient number of copies of the same . In connection with an underwritten offering, the Company, if requested, willindemnify such underwriters, their officers and directors and each Person who controls such underwriters ( within themeaning of the 1933 Act ) to at least the same extent as provided above with respect to the indemnification of theShareholder