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

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for the purposes of this Agreement, the such information for such Selling Stockholder consists only information so furnished of (A) such Selling Stockholder’s legal name, address and number of shares of Common Stock beneficially owned by such Selling Stockholder consists before and after the offering contemplated hereby and (B) the other information with respect to such Selling Stockholder (excluding percentages) which appear under the caption “Principal and Selling Stockholders” in the Registration Statement, Preliminary Prospectus or Prospectus, and (ii) the aggregate amount of such each Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of net proceeds after underwriting commissions and discounts, but (before deducting expenses, to ) received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Transaction Entities in writing by such Selling Stockholder in writing to Underwriter through the Company relating to such Selling Stockholder Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Selling Stockholder Information; provided that , and (ii) the liability under this subsection aggregate amount of each Selling Stockholder Stockholder’s liability pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate amount of gross proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally severally, and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Selling Stockholder), to the same extent as the indemnity set forth in paragraph (aSection 9(a) above, but only with respect to such to, in each case, losses, claims, damages damages, liabilities or liabilities that arise expenses (or actions in respect thereof as contemplated above) arising out of, of or are based upon, upon any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each . No Selling Stockholder shall be limited to liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Offered Shares sold by such Selling Stockholder hereunderpursuant to this Agreement (the “Selling Stockholder Proceeds”). The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Selling Stockholder may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each In the case of the Over-Allotment Option, each of the Selling Stockholders severally and not jointly in proportion to the number of Option Shares to be sold by such Selling Stockholder hereunder agrees to shall indemnify and hold harmless each Underwriter, its affiliates, directors the directors, officers, employees, and officers agents of such Underwriter and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses, and damages (including any and all investigative, legal, and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit, or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the same extent Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as the indemnity set forth in paragraph (a) above, but only with respect to such losses, claims, liabilities, expenses, or damages or liabilities that arise out of, of or are based uponon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission therefrom 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, contained in the Registration Statement, any preliminary prospectus, any preliminary prospectus supplement, any Permitted Free Writing Prospectus, or the Prospectus, in connection with the marketing of the Offering of the Securities, solely relating to Selling Stockholder Information; provided, however, that such Selling Stockholder shall not be liable to the extent that such loss, claim, liability, expense, or damage is based on any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon on and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Underwriters’ Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with (i) any information furnished by relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package or (ii) biography information provided by the members of the board of directors of the Company who are affiliates of the Selling Stockholders, it being understood and agreed that for purposes of this Agreementas applicable, contained in the Management section in the Registration Statement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (collectively, the “Selling Stockholder Information”); provided provided, that the liability under this subsection of each any Selling Stockholder pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross total net proceeds (after underwriting deducting underwriter discounts and commissions and discounts, but before deducting offering expenses, to such Selling Stockholder ) from the sale of Stock the Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers officers, employees and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of the Selling Stockholder Information. The aggregate amount of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder Section 9(b) and Section 9(e) shall be limited to an amount equal to not exceed the aggregate gross amount of proceeds received after underwriting commissions and discounts, discounts but before deducting expenses, to expenses by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally severally, and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes (ii) the aggregate amount of this Agreement, the only information so furnished by such Selling Stockholder consists of such each Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses, to ) received by such Selling Stockholder from the sale of Stock sold by such its Shares hereunder (the “Selling Stockholder hereunderProceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder hereunder, and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers and officers employees and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above; provided, but however, that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to apply insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder in writing furnished to the Company relating to in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Pricing Disclosure Package and the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only such information so furnished in writing to the Company by such the Selling Stockholder consists of such Stockholders expressly for use xxxxxxx.xx the information relating to the Selling Stockholder’s Stockholders under the caption “Principal and Selling Stockholder Information; provided that Stockholders” in the Registration Statement, Pricing Disclosure Package or Prospectus. The liability under this subsection of each Selling Stockholder under this Section 9(b) shall be limited to an amount equal to the aggregate gross proceeds (after underwriting discounts and commissions and discounts, but before deducting other expenses, to such ) received by the Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunderStockholder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the same extent statements therein, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in an aggregate amount not to exceed, as to each Selling Stockholder, the indemnity set forth amount of the net proceeds (in paragraph (aaccordance with the table on the cover of the Prospectus) abovereceived by such Selling Stockholder for the Shares sold hereunder, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereundertherein.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally severally, and not jointly jointly, in proportion to the number of Shares Securities to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to the same extent as the indemnity set forth in paragraph (a) above, in each case (i) to the extent, but only to the extent, (A) that such untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon and in conformity with respect written information furnished to the Company by such Selling Stockholder specifically for use therein and (B) of the amount of gross proceeds received by such Selling Stockholder in connection with the sale of such Selling Stockholder’s Securities pursuant to this Agreement and (ii) except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) ), or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunderGeneral Disclosure Package.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Selling Stockholder Information; provided that , and (ii) the liability under this subsection aggregate amount of each Selling Stockholder Stockholder’s liability pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate amount of gross proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but in each case to the extent, and only with respect to the extent, that such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact has been made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show or the Pricing Disclosure Package was made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by a Selling Stockholder (the “Selling Stockholder Information”) consists of the following information: the name and address of such Selling Stockholder consists and the ownership information of shares of Common Stock of such Selling Stockholder’s Selling Stockholder Informationin the footnotes to the beneficial ownership table in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Principal and selling stockholders”; provided provided, however, that the liability under this subsection Section 8(b) of each Selling Stockholder shall be limited to not exceed an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderhereunder (for the avoidance of doubt, after deducting underwriting discounts and commissions but before deducting other expenses) (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to such any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state of a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing Information furnished to the Company relating to in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, it being understood and agreed any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that for purposes of this Agreementhas subsequently been amended). Notwithstanding the foregoing provisions, the only information so furnished by such liability of a Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder (b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after Purchase Price (less underwriting commissions discounts and discounts, but before deducting expenses, to such Selling Stockholder from commissions) of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but in each case only with respect to such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by related to such Selling Stockholder in writing furnished to the Company relating to by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by a Selling Stockholder (the “Selling Stockholder Information”) consists of the following information: the name and number of shares of Common Stock beneficially owned prior to the offering by such Selling Stockholder consists of such and the information contained in footnote (1) set forth in the beneficial ownership table in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Principal and Selling Stockholder’s Selling Stockholder InformationStockholders”; provided provided, however, that the liability under this subsection Section 9(b) of each Selling Stockholder shall be limited to not exceed an amount equal to the aggregate gross proceeds net proceeds, after underwriting discounts and commissions and discounts, but before deducting other expenses, to received by such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing ProspectusPricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of the name of such Selling Stockholder’s , the number of offered shares and the address and other information with respect to such Selling Stockholder Information; provided that (excluding percentages) which appear in the liability Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Pricing Disclosure Package in the table (and corresponding footnotes) under this subsection the caption “Principal and Selling Stockholders”, and (ii) the aggregate amount of each Selling Stockholder Stockholder’s liability pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of net proceeds (after underwriting commissions and discounts, but before deducting expenses, to ) received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with such Selling Stockholder’s Selling Stockholder Information; provided however, that the aggregate liability of a Selling Stockholder under this Section 9(b) and Section 9(e) shall not exceed the aggregate net proceeds, after underwriting discounts and commissions, but before deducting expenses, received by such Selling Stockholder from such Underwriter for the Shares hereunder, and in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Written Testing-the- Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this in subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder(c) below.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholder agrees, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees jointly, to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers and officers agents and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to such against any losses, claims, damages damages, liabilities or liabilities that arise out ofexpenses to which such Underwriter or such affiliate, director, officer, employee or such controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or are based uponat common law or otherwise (including in settlement of any litigation, any if such settlement is effected with the written consent of the Company), to the extent and in the manner set forth in clause (A) in Section 11(a) above; provided that each Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission to state a material fact has been made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectusissuer free writing prospectus, as defined in Rule 433 of the Securities Act, in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Time of Sale Prospectus or the Prospectus or any amendment or supplement thereto, it being understood and agreed that for purposes such information consists only of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided . The indemnity agreement set forth in this Section 11(b) shall be in addition to any liabilities that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunderStockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection . The aggregate amount of each Selling Stockholder Stockholder’s liability pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of proceeds received after underwriting commissions and discounts, discounts but before deducting expenses, to expenses by such Selling Stockholder Stockholders from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, selling agents, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Applicable Time Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such in subsection (c) below. Each of the Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal Stockholders severally in proportion to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, number of Shares to such Selling Stockholder from the sale of Stock be sold by such Selling Stockholder hereunderhereunder also agrees to indemnify and hold harmless the QIU, its affiliates, directors and officers and each person, if any, who controls the QIU within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities incurred as a result of the QIU’s participation as a “qualified independent underwriter” within the meaning of Rule 5121 of FINRA in connection with the offering of the Shares.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder hereunder, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with such Selling Stockholder’s Selling Stockholder Information, in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or the Pricing Disclosure Package, it being understood and agreed that for purposes the only such information furnished by any Underwriter consists of this Agreementthe information described as such in subsection (c) below. Notwithstanding the foregoing provisions, the only information so furnished by such liability of any Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder (b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after (less underwriting commissions discounts and discounts, but before deducting expenses, to such Selling Stockholder from commissions) of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally severally, and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Time of Sale Information, it being understood and agreed that for purposes of this Agreement, (ii) the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection aggregate amount of each Selling Stockholder Shareholder’s liability pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from product of the sale number of Stock Shares sold by such Selling Stockholder hereunder(including any Option Shares) and the purchase price per share set forth in Section 2.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection . The aggregate amount of each Selling Stockholder Stockholder’s liability pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of proceeds received after underwriting commissions and discounts, discounts but before deducting expenses, to expenses by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications or the Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (c) below, and in each case only with respect to such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission to state a material fact or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such the Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Stockholders’ Selling Stockholder Information; provided that the liability under this subsection of each any Selling Stockholder pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross total net proceeds (after underwriting deducting underwriter discounts and commissions and discounts, but before deducting offering expenses, to such Selling Stockholder ) from the sale of Stock the Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly (in proportion to the number relative amount of Shares to be sold aggregate proceeds received after underwriting commissions and discounts but before expenses by such Selling Stockholder hereunder from the sale of its Shares hereunder) agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection . The aggregate amount of each Selling Stockholder Stockholder’s liability pursuant to this Section 9(b) and 9(e) shall be limited to an amount equal to not exceed the aggregate gross amount of proceeds received after underwriting commissions and discounts, discounts but before deducting expenses, to expenses by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but provided that such Selling Stockholder shall only with respect be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities that arise liability arises out of, of or are is based upon, any upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus , it being understood any Written Testing-the-Waters Communication or any Pricing Disclosure Package, in reliance upon and agreed in conformity with the information furnished by or on behalf of such Selling Stockholder as described in Section 4(e); provided, further, that for purposes the liability of such Selling Stockholder pursuant to this Agreement, paragraph (b) and the only information so furnished contribution by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that under paragraph (e) below shall not exceed the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions discounts and discountscommissions, but before without deducting expenses, to expenses of the Company or the Selling Stockholders) received by such Selling Stockholder from the sale of Stock the Shares sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but in each case only with respect to such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by related to such Selling Stockholder in writing furnished to the Company relating to by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by a Selling Stockholder (the “Selling Stockholder Information”) consists of the following information: the name and number of shares of Common Stock beneficially owned prior to the offering by such Selling Stockholder consists of and the information contained in the respective footnote related to such Selling Stockholder’s Stockholder set forth in the beneficial ownership table in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Principal and Selling Stockholder InformationStockholders”; provided provided, however, that the liability under this subsection Section 9(b) of each Selling Stockholder shall be limited to not exceed an amount equal to the aggregate gross proceeds net proceeds, after underwriting discounts and commissions and discounts, but before deducting other expenses, to received by such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any Applicable Time Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Informationin subsection (c) below; provided that the liability under this subsection of each Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission has been made in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any Applicable Time Information in reliance upon and in conformity with the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after Purchase Price (less underwriting commissions discounts and discounts, but before deducting expenses, to such Selling Stockholder from commissions) of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (aSection 9(a) above, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection . The aggregate amount of each Selling Stockholder Stockholder’s liability pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of proceeds received after underwriting commissions and discounts, discounts but before deducting expenses, to expenses by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder hereunder, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection . The aggregate amount of each Selling Stockholder Stockholder’s liability pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of proceeds received after underwriting commissions and discounts, discounts but before deducting expenses, to expenses by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers officers, employees and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of the Selling Stockholder Information. The aggregate amount of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder Section 9(b) and Section 9(e) shall be limited to an amount equal to not exceed the aggregate gross amount of proceeds received after underwriting commissions and discounts, discounts but before deducting expenses, to expenses by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but provided that each Selling Stockholder's agreement to indemnify and hold harmless hereunder shall only with respect to apply insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s 's Selling Stockholder Information; provided that the liability under this subsection of each . No Selling Stockholder shall be limited to liable under the indemnity agreement contained in this paragraph in excess of an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, discounts but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder hereunder, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the other Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Time of Sale Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that such Selling Stockholder will only be liable in any such case to the extent, but only to the extent, that any such loss, claim damage or liability arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company in writing by such Selling Stockholder consists of Stockholder; and provided further, however, that in no such Selling Stockholder’s case shall any Selling Stockholder Information; provided that be liable or responsible for any amount in excess of the liability under this subsection proceeds (net of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, discount but before deducting other expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderpursuant to the transactions contemplated hereby.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but provided that (i) as to the Selling Stockholders named in Schedule 2 of this Agreement, each such Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to apply insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided , and (ii) as to the Selling Stockholders named in Schedule 3 of this Agreement, each such Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall apply except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Applicable Time Information, it being understood and agreed that the liability under this only such information furnished by any Underwriter consists of the information described as such in subsection of each (c) below. No Selling Stockholder shall be limited to an liable under this Section 9(b) in excess of the amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, discounts but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Stockholders Information; provided that the liability under this subsection of each . The Selling Stockholder shall not be limited to liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses, ) applicable to such the Shares sold by the Selling Stockholder from pursuant to this Agreement (the sale of Stock sold by such “Selling Stockholder hereunderStockholders Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but in each case to the extent, and only with respect to the extent, that such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact has been made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) was made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by a Selling Stockholder (the “Selling Stockholder Information”) consists of the following information: the name and address of such Selling Stockholder consists and the ownership information of shares of Common Stock of such Selling Stockholder’s Selling Stockholder Information; provided that in the liability under this subsection of each Selling Stockholder shall be limited to an amount equal footnotes to the aggregate gross proceeds after underwriting commissions beneficial ownership table in the Registration Statement, the Pricing Disclosure Package and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunderProspectus under the caption “Principal and selling stockholders”.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that each of the Selling Stockholders will only 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 on and in conformity with written information relating to such Selling Stockholder specifically and expressly provided by such Selling Stockholder for purposes of this Agreementuse in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information so furnished by such Selling Stockholder consists is the name, address and share ownership of such Selling Stockholder’s Stockholder in the Registration Statement and the Prospectus under the caption “Selling Stockholder Information; Stockholders;” and provided further, that the liability under of such Selling Stockholder pursuant to this subsection of each Selling Stockholder (b) shall be limited to an amount equal to not exceed the aggregate gross proceeds received after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold Shares by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder hereunder, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the other Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Time of Sale Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that with respect to any Selling Stockholder that is not an officer, director or an affiliate of any director (i) each such Selling Stockholder's agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder consists in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), and (ii) the aggregate amount of each such Selling Stockholder’s Selling Stockholder Information; provided that the 's liability under pursuant to this subsection of each Selling Stockholder Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of net proceeds (after deducting underwriting discounts and commissions and discounts, but before deducting expenses, to ) received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees jointly, agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a‎(a) above, but provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to apply insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing ProspectusPricing Disclosure Package, it being understood and agreed that for purposes of this Agreementwith respect to Dxxxxxx-Xxxxxxx, the only information so furnished by such Selling Stockholder Stockholders consists of such the Selling Stockholder Information. The aggregate amount of each Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of proceeds received after underwriting commissions and discounts, discounts but before deducting expenses, to expenses by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 and liabilities (including, without limitation, the reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the same extent statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as the indemnity set forth in paragraph (a) above, but only with respect to such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with information relating to any information Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) the indemnity provided by any Selling Stockholder hereunder shall apply only to written information furnished to the Company by such Selling Stockholder consists of such Selling Stockholder’s specifically for inclusion in the Registration Statement or Prospectus and (ii) in no case shall any Selling Stockholder Information; provided that be liable or responsible for any amount in excess of the liability under this subsection product of each Selling Stockholder shall be limited to an amount equal to (x) the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale number of Stock shares sold by such Selling Stockholder hereunderStockholder, and (y) the initial public offering price of the shares as set forth in the Prospectus, net of underwriting discount and commissions. Each of the Underwriters acknowledges that (x) the name and address of the Selling Stockholders in the Prospectus, (y) the number of Shares of Common Stock being offered by the Selling Stockholders in the Prospectus and (z) the information relating to the Selling Stockholders appearing on pages [69-72] of the Prospectus constitute the only information furnished to the Company by the Selling Stockholders specifically for inclusion in the Registration Statement or Prospectus.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder hereunder, and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any written information furnished by such Selling Stockholder in writing to the Company relating to by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (it being understood and agreed that the only written information furnished to the Company by each Selling Stockholder expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, Prospectus or any Pricing Disclosure Package is the only information so furnished by relating to such Selling Stockholder consists of such Selling Stockholder’s set forth in the table set forth in the Principal and Selling Stockholder Information; section of any of the foregoing). Notwithstanding anything to the contrary herein, the indemnity provided that the liability by each Selling Stockholder under this subsection of each Selling Stockholder (b) shall be limited to an amount equal to the aggregate gross net proceeds after (net of the underwriting commissions commission and discounts, discount but before deducting expenses, to ) received by such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly and in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any Applicable Time Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any Selling Stockholder Information pertaining to such Selling Stockholder in writing that is furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, it being understood any Written Testing-the-Waters Communication or any Applicable Time Information, and agreed that for purposes (ii) the aggregate amount of each Selling Shareholder’s liability pursuant to this Agreement, the only information so furnished Section 9(b) shall not (when taken together with any amounts paid by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal pursuant to the other terms and conditions of this Section 9) exceed the aggregate amount of gross proceeds after (net of underwriting commissions discounts and discounts, but before deducting expenses, to commissions) received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by any Underwriter consists of the information described as such in paragraph (c) below; provided that each Selling Stockholder consists of shall be liable only to the extent that such Selling Stockholder’s untrue statement or alleged untrue statement or omission or alleged omission has been made in reliance upon and in conformity with the Selling Stockholder Information; provided provided, further, that the aggregate liability under this subsection paragraph (b) and the contribution provisions of paragraph (e) below of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds initial public offering price of the Securities sold by such Selling Stockholder to the Underwriters (after deducting underwriting commissions and discounts, but before deducting expenses, to such ) (the “Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunderProceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly jointly, in proportion to the number of Underwritten Shares to be sold by such Selling Stockholder hereunder hereunder, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but in each case only with respect to insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, Prospectus or the Pricing Disclosure Package; it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of the Selling Stockholder Information relating to such Selling Stockholder’s Selling Stockholder Information; provided provided, however, that the liability under this subsection of each a Selling Stockholder pursuant to this paragraph (b) shall be limited to an amount equal to not exceed the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from product of the sale number of Stock Underwritten Shares sold by such Selling Stockholder hereunderand the offering price of the Underwritten Shares as set forth in the Prospectus, less all underwriting discounts and commissions but before giving effect to expenses (with respect to each Selling Stockholder, the “Selling Stockholder Net Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees jointly, to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but in each case only to the extent such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with respect any information relating to such Selling Stockholder furnished in writing by such Selling Stockholder to the Company or the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information. Without limiting the extent of the Company’s agreement to indemnify each Underwriter as herein provided, each Selling Stockholder’s obligations under the indemnity agreements hereunder are limited so that it is liable only (i) for an amount not exceeding the net proceeds received by such Selling Stockholder from the sale of Shares by such Selling Stockholder and (ii) for such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder furnished in writing by such Selling Stockholder to the Company or the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, it being understood and agreed that for purposes Prospectus or any Time of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Sale Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by any Underwriter consists of the information described as such in paragraph (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Selling Stockholder consists of the following information in the Prospectus furnished on behalf of such Selling Stockholder’s : the name and address of the Selling Stockholder, the number of ADSs held by the Selling Stockholder Information; provided that and the liability under this subsection number of Option ADSs offered by the Selling Stockholder and (ii) the aggregate amount of each Selling Stockholder Stockholder’s liability pursuant to this Section 11(b) shall be limited to an amount equal to not exceed the aggregate gross amount of net proceeds after underwriting commissions and discounts, but (before deducting expenses, to ) received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its ADSs hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but in each case only with respect to such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any the information furnished with respect to (A) the legal name, address and number and number of shares of Common Stock owned by such Selling Stockholder in writing to Stockholder, (B) biography information provided by the members of the board of directors of the Company relating to such who are affiliates of the Selling Stockholder expressly for use Stockholders, as applicable, contained under the caption “Management” in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, it being understood any Written Testing-the-Waters Communication or any Pricing Disclosure Package and agreed that for purposes of this Agreement, (C) the only other information so furnished by (excluding percentages) with respect to such Selling Stockholder consists of such which appears in the beneficial ownership table (and corresponding footnotes) under the caption “Principal and Selling Stockholder’s Stockholders” in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package (the “Selling Stockholder Information”); provided that the liability under this subsection of each any Selling Stockholder pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross total net proceeds (after underwriting deducting underwriter discounts and commissions and discounts, but before deducting offering expenses, to such Selling Stockholder ) from the sale of Stock the Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder in writing furnished to the Company relating to in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Selling Stockholder consists of the information specifically relating to the Selling Stockholder under the caption “Principal and selling stockholders” in the Prospectus and the Preliminary Prospectus, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of any Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such in paragraph (c) below. Each of the Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal Stockholders severally in proportion to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, number of Shares to such Selling Stockholder from the sale of Stock be sold by such Selling Stockholder hereunderhereunder also agrees to indemnify and hold harmless Cxxxx and Company, LLC, its affiliates, directors and officers and each person, if any, who controls Cxxxx and Company, LLC, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities incurred as a result of Cxxxx and Company, LLC’s participation as a “qualified independent underwriter” within the meaning of the Rules of Conduct of the National Association of Securities Dealers, Inc. in connection with the offering of the Shares, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Selling Stockholder consists of the information specifically relating to the Selling Stockholder under the caption “Principal and selling stockholders” in the Prospectus and the Preliminary Prospectus.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but provided, however, that the foregoing indemnity agreement only applies to that extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Company by such Selling Stockholder in writing expressly for use therein, it being acknowledged and agreed that the only information that each such Selling Stockholder furnished to the Company in writing expressly for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) is (i) the legal name, address, and the number of Shares beneficially owned by such Selling Stockholder before and after the offering, (ii) the other information with respect to such Selling Stockholder which appears in the table (and corresponding footnotes) under the caption “Selling Stockholders,” (iii) the information with respect to such Selling Stockholder which appears under the caption “Summary—Selling Stockholders,” (iv) the information with respect to such Selling Stockholder which appears in the first two sentences under the caption “Risk factors—After this offering, the Xxxxxxxx Family will no longer hold more than 50% of the voting power of the company, and we will no longer be a “controlled company” within the meaning of the NYSE listing rules” and the penultimate sentence under the caption “Risk factors—Future sales of shares by us or our existing stockholders could cause our stock price to decline” (subclauses (i) through (iv) collectively, the “Selling Stockholder Information”). The foregoing indemnity shall not apply insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing ProspectusProspectus or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunderin paragraph (e) below.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with such Selling Stockholder’s Selling Stockholder Information; provided however, that the aggregate liability of a Selling Stockholder under this Section 9(b) and Section 9(e) shall not exceed the aggregate net proceeds, after underwriting discounts and commissions, but before deducting expenses, received by such Selling Stockholder from such Underwriter for the Shares hereunder, and in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this in subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder(c) below.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing ProspectusProspectus , any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such in paragraph (c) below provided, further however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to the Company that constitutes its Selling Stockholder Information; provided that Information and (ii) the liability under this subsection of each Selling Stockholder pursuant to this Section 9(b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after Purchase Price (less underwriting discounts and commissions and discounts, but before deducting payment of expenses, to such ) of Shares sold by the Selling Stockholder from under this Agreement (the sale of Stock sold by such “Selling Stockholder hereunderProceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to apply insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each . No Selling Stockholder shall be limited to liable under the indemnity agreement contained in this paragraph in excess of an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, discounts but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholder agrees, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees jointly, to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees and officers agents and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), to the same extent as and in the indemnity manner set forth in paragraph clause (aA) in Section 11(a) above, but ; provided that each Selling Stockholder shall be liable only with respect to the extent that such losses, claims, damages untrue statement or liabilities that arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission to state a material fact has been made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectusissuer free writing prospectus, as defined in Rule 433 of the Securities Act, in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Time of Sale Prospectus or the Prospectus or any amendment or supplement thereto, it being understood and agreed that for purposes such information consists only of this Agreement, the only information so furnished by such Selling Stockholder consists name of such Selling Stockholder’s Selling Stockholder Information; provided that , the liability under this subsection number of each Selling Stockholder shall Shares to be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunderand the address and other information with respect to such Selling Stockholder (excluding percentages) which appear in the Time of Sale Prospectus in the table (and corresponding footnotes) under the caption “Selling Stockholders.” The indemnity agreement set forth in this Section 11(b) shall be in addition to any liabilities that the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any road show, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of any Selling Stockholder consists only of (i) the legal name, address and the number of shares of Class A Common Stock and Class B Common Stock of the Company beneficially owned by such Selling Stockholder, before and after the offering, and (ii) the other information with respect to such Selling Stockholder consists which appears in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” in each case, in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (with respect to each Selling Stockholder, the “Selling Stockholder Information”); provided, however, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of such or is based upon an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with Underwriter Information. Such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection paragraph (b) shall not exceed the proceeds (net of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after any underwriting discounts and commissions and discounts, but before deducting expenses, to ) received by such Selling Stockholder from the sale of Stock the Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Proceeds”) less any amounts that such Selling Stockholder is obligated to pay under paragraph (e) below.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to apply insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, or any Applicable Time Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each . No Selling Stockholder shall be limited to liable under the indemnity agreement contained in this paragraph in excess of an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, discounts but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder in writing furnished to the Company relating to in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Selling Stockholder consists of the information specifically relating to the Selling Stockholder under the caption "Principal and selling stockholders" in the Prospectus and the Preliminary Prospectus, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this in subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder(c) below.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but in each case to the extent, and only with respect to the extent, that such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact has been made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show or the Pricing Disclosure Package was made in reliance upon and in conformity with information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by a Selling Stockholder (the “Selling Stockholder Information”) consists of the following information: the name and address of such Selling Stockholder consists and the ownership information of shares of Common Stock of such Selling Stockholder’s Selling Stockholder Informationin the footnotes to the beneficial ownership table in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Principal and selling stockholders”; provided provided, however, that the liability under this subsection Section 8(b) of each Selling Stockholder shall be limited to not exceed an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderhereunder (for the avoidance of doubt, after deducting underwriting discounts and commissions but before deducting other expenses) (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that . Each of the liability under this subsection of each Selling Stockholder shall be limited to an amount equal Stockholders severally in proportion to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, number of Shares to such Selling Stockholder from the sale of Stock be sold by such Selling Stockholder hereunder also agrees to indemnify and hold harmless X.X. Xxxxxx Securities LLC, its affiliates, directors and officers and each person, if any, who controls X.X. Xxxxxx Securities LLC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities incurred as a result of X.X. Xxxxxx Securities LLC’s participation as a “qualified independent underwriter” within the meaning of FINRA Rule 5121 in connection with the offering of the Shares, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information. The aggregate amount of each Selling Stockholder’s liability pursuant to this Section 9(b) shall not exceed the aggregate amount of proceeds received after underwriting commissions and discounts but before expenses by such Selling Stockholders from the sale of its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders jointly and severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers Underwriter and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act to the same extent as 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity set forth contained in paragraph subsection (aa)(1) aboveof this Section, as incurred, but only with respect reference to such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to by or on behalf of such Selling Stockholder expressly for use in the Registration StatementStatements (or any amendment thereto), any preliminary prospectuses or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood preliminary prospectus. Notwithstanding the foregoing and agreed that for purposes of this Agreementany provisions in Section 6(a), the only information so furnished by aggregate liability of any such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder Section 6(b) shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock sold Securities purchased by the Underwriters from such Selling Stockholder hereunderpursuant to this Agreement; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to such Underwriters furnished to the Company by any Underwriter through Mxxxxxx Lxxxx expressly for use in the Registration Statements (or any amendment thereto), including the Rule 430A Information, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that such indemnity with respect to the preliminary prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such person) from whom the person asserting any such loss, damage, expense, liability or claim purchased the Securities that are the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such Securities to such person, unless the failure is the result of non-compliance by any of the Company or Ventas Realty with paragraph (d) of Section 3 hereof. This indemnity agreement will be in addition to any liability that the Selling Stockholders may otherwise have, including, but not limited to, liability under this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, the Company and each of its respective affiliates, directors and officers and each person, if any, who controls such Underwriter or the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by any Underwriter consists of the information described as such in paragraph (c) below; provided that each Selling Stockholder consists of shall be liable only to the extent that such Selling Stockholder’s untrue statement or alleged untrue statement or omission or alleged omission has been made in reliance upon and in conformity with the Selling Stockholder Information; provided provided, further, that the aggregate liability under this subsection paragraph (b) and the contribution provisions of paragraph (e) below of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds initial public offering price of the Securities sold by such Selling Stockholder to the Underwriters (after deducting underwriting commissions and discounts, but before deducting expenses, to such ) (the “Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunderProceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, in each case to the extent, but only with respect to the extent, that such losses, claims, damages untrue statement or liabilities that arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission to state a material fact was made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, it being understood Prospectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended) or any such amendment or supplement in reliance upon and agreed that for purposes of this Agreement, in conformity with written information furnished to the only information so furnished Company by such Selling Stockholder consists expressly for use therein; and will reimburse each Underwriter and the Company for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the aggregate liability of such Selling Stockholder’s a Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder (b) and subsection (g) shall be limited to an amount equal to not exceed the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to expenses received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunderUnderwriters for the Shares.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect reference to information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that, except for those Selling Stockholders that are members of executive management of the Company, the only such information furnished by a non-executive officer Selling Stockholder consists of the information specifically relating to the Selling Stockholders under the caption "Principal and selling stockholders" in the Prospectus and the Preliminary Prospectus in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Time of Sale Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Informationin subsection (c) below; provided provided, however, that the liability under this subsection indemnification obligation of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after proceeds, net of underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock Underwritten Shares sold by such Selling Stockholder hereunderStockholder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but in each case only with respect to such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any the information furnished with respect to (A) the legal name, address and number and number of shares of Common Stock owned by such Selling Stockholder in writing to Stockholder, (B) biography information provided by the members of the board of directors of the Company relating to such who are affiliates of the Selling Stockholder expressly for use Stockholders, as applicable, contained under the caption “Management” in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, it being understood Prospectus or any Pricing Disclosure Package and agreed that for purposes of this Agreement, (C) the only other information so furnished by (excluding percentages) with respect to such Selling Stockholder consists of such which appears in the beneficial ownership table (and corresponding footnotes) under the caption “Principal and Selling Stockholder’s Stockholders” in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Pricing Disclosure Package (the “Selling Stockholder Information”); provided that the liability under this subsection of each any Selling Stockholder pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross total net proceeds (after underwriting deducting underwriter discounts and commissions and discounts, but before deducting offering expenses, to such Selling Stockholder ) from the sale of Stock the Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, (ii) the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection aggregate amount of each Selling Stockholder Shareholder’s liability pursuant to this Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of net proceeds after underwriting commissions and discounts, but (before deducting expenses, to ) received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors Affiliates and officers selling agents and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to the same extent as and in the indemnity manner set forth in paragraph clauses (aa)(i), (ii) aboveand (iii) above and in Section 6(f); provided, but however, that each Selling Stockholder shall be liable only with respect to such losses, claims, damages the extent that the untrue statement or liabilities that arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission to state a material fact has been made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing ProspectusProspectus in reliance on and in conformity with written information provided by such Selling Stockholder expressly for use in the Registration Statement (or any amendment thereto, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (the “Selling Stockholder Information”), it being understood that the only such information furnished by the Selling Stockholders consists of the statements relating to the Selling Stockholders under the caption “Principal and agreed that for purposes Selling Stockholders” in any Registration Statement as of this Agreementany time, Statutory Prospectus as of any time, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder InformationProspectus or any Issuer Free Writing Prospectus; provided 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 underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock Securities sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly and in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any Applicable Time Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists only of such Selling Stockholder’s Selling Stockholder Information; provided that . Notwithstanding the foregoing provisions, the liability under of a Selling Stockholder pursuant to this subsection of each Selling Stockholder (b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after Purchase Price (less underwriting commissions discounts and discounts, but before deducting expenses, to such Selling Stockholder from commissions) of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement (the “Selling Stockholder Proceeds”) less any amounts that such Selling Stockholder is obligated to pay under subsection (e) below.

Indemnification of the Underwriters by the Selling Stockholders. (i) Each of the Designated Selling Stockholders severally in proportion to the number of Shares to be sold by such Designated Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. (ii) Each of the Selling Stockholders (other than the Designated Selling Stockholders) severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, in each case but only with respect to insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, it being understood and agreed that for purposes Prospectus or any Time of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Sale Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by any Underwriter consists of the information described as such in paragraph (c) below; provided that such Selling Stockholder consists of shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission has been made in reliance upon and in conformity with such Selling Stockholder’s Selling Stockholder Information; provided provided, further, that the aggregate liability under this subsection paragraph (b) and the contribution provisions of each paragraph (e) below of such Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds initial public offering price of the Securities sold by such Selling Stockholder to the Underwriters (after deducting underwriting commissions and discounts, but before deducting expenses, to such ) (the “Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunderProceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to apply insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, or any Applicable Time Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each . No Selling Stockholder shall be limited to liable under the indemnity agreement contained in this paragraph in excess of an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, discounts but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderpursuant to this Agreement. Each of the Selling Stockholders, severally and not jointly, also agrees to indemnify and hold harmless Xxxxxxxxx LLC, its affiliates, directors and officers and each person, if any, who controls Xxxxxxxxx LLC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity set forth in paragraph (a) above, as a result of Xxxxxxxxx LLC’s participation as a “qualified independent underwriter” within the meaning of Conduct Rule 5121 of FINRA in connection with the offering of the Shares, provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, or any Applicable Time Information, it being understood and agreed that the only such information furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information. No Selling Stockholder shall be liable under the indemnity agreement contained in this paragraph in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts but before deducting expenses) applicable to the Shares sold by such Selling Stockholder pursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Testing-the-Waters Writing, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Testing-the-Waters Writing, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that for purposes of this Agreement, the only such information so furnished by such any Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection following information in the Pricing Disclosure Package and the Prospectus furnished on behalf of each Selling Stockholder shall be limited to an amount equal and such information is responsive in all material respects to the requirements of Item 507 of Regulation S-K promulgated under the Security Act: (A) the legal name, address and the number of shares of Common Stock of the Company before and after the offering and (B) the other information with respect to such Selling Stockholder that appear in the table (and corresponding footnotes) under the caption “Principal and selling stockholders”, and (ii) the aggregate gross amount of each Selling Shareholder’s liability pursuant to this Section 9(b) shall not exceed the aggregate amount of net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees to, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to jointly, indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 and liabilities (including, without limitation, the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the same extent statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as the indemnity set forth in paragraph (a) above, but only with respect to such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with information relating to any information Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Informationin subsection (c) below; provided provided, however, that the liability under this subsection obligations of each Selling Stockholder under the foregoing indemnity shall be limited to an amount equal to not exceed the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock the Shares sold by such Selling Stockholder hereunderhereunder (which net proceeds shall not include the Underwriters’ discounts or commissions); provided further, however, that the foregoing indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter (or affiliate of such Underwriter which assists such Underwriter in the distribution of Shares) from whom the persons asserting any such losses, claims, damages or liabilities purchased Shares, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability, unless such failure to send or give a copy of the Prospectus is the result of noncompliance by the Company with Section 5(a) or (b) hereof.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to apply insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each . No Selling Stockholder shall be limited to liable under the indemnity agreement contained in this paragraph in excess of an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, discounts but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, in each case to the extent, but only with respect to the extent, that such losses, claims, damages untrue statement or liabilities that arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement omission was made in the Registration Statement, the Time of Sale Information or omission to state a material fact made the Final Prospectus in reliance upon and in conformity with any written information furnished by such Selling Stockholder in writing to the Company relating to by such Selling Stockholder expressly for use therein; and will reimburse each Underwriter and the Company for any reasonable legal or other expenses incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Registration Statement, aggregate liability of a Selling Stockholder pursuant to this subsection (b) and subsection (g) shall not exceed the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that aggregate net proceeds before expenses received by such Selling Stockholder from the Underwriters for the Shares. For purposes of this Agreement, the parties hereto agree that the only information so furnished to the Company by any Selling Stockholder is the information about such Selling Stockholder consists set forth in the “Principal and selling stockholders” section of such the Preliminary Prospectus and the Final Prospectus and set forth in the “Selling Stockholder’s Selling Stockholder Information; provided that stockholders” section of the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunderBase Prospectus.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, in each case to the extent, but only with respect to the extent, that such losses, claims, damages untrue statement or liabilities that arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission to state a material fact was made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended) or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein; and will reimburse each Underwriter and the Company for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, it being understood however, that the aggregate liability of a Selling Stockholder pursuant to this subsection (b) and agreed that subsection (g) shall not exceed the aggregate net proceeds before expenses received by such Selling Stockholder from the Underwriters for the Shares. For purposes of this Agreement, the parties hereto agree that the only information so furnished to the Company by any Selling Stockholder is the information about such Selling Stockholder consists of such set forth in “Principal and Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunderStockholders.”

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders agree, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees jointly, to indemnify and hold harmless each Underwriter, its affiliates, directors Underwriter and officers each affiliate of any Underwriter which assists such Underwriter in the distribution of the Shares and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each director and officer of each of the foregoing, from and against any and all losses, claims, damages and liabilities (including, without limitation, the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein, a material fact required to be stated therein or necessary to make the same extent statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as the indemnity set forth in paragraph (a) above, but only with respect to such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with information relating to any information Underwriter furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder in writing by X.X. Xxxxxx Securities Inc. expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Informationin subsection (d) below; provided provided, however, that the liability under this subsection obligations of each Selling Stockholder under the foregoing indemnity shall be limited to an amount equal to not exceed the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock the Shares sold by such Selling Stockholder hereunder.hereunder (which net proceeds shall not include the Underwriters' discounts); provided further, however, that the foregoing indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter (or affiliate of such Underwriter which assists such Underwriter in the distribution of Shares) from whom the persons asserting any such losses, claims, damages or liabilities purchased Shares, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability, unless such failure to send or give a copy of the Prospectus is the result of noncompliance by the Company with Section 5(a) or (b) hereof;

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally severally, and not jointly jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, in each case (i) to the extent, but only to the extent, (A) that such untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon and in conformity with respect written information furnished to the Company by such Selling Stockholder specifically for use therein and (B) of the amount of gross proceeds received by such Selling Stockholder in connection with the sale of such Selling Stockholder’s Shares pursuant to this Agreement and (ii) except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Time of Sale Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Information; provided that the liability under this in subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunder(c) below.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information de-scribed as such Selling Stockholder’s Selling Stockholder Information; provided that the in subsection (c) below. The liability under this subsection of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate gross proceeds after net of underwriting discounts and commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from in respect of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes (ii) the aggregate amount of this Agreement, the only information so furnished by such Selling Stockholder consists of such each Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder Section 9(b) shall be limited to an amount equal to not exceed the aggregate amount of gross proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such in paragraph (c) below, provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Selling Stockholder Information; provided and provided, further, that the aggregate liability under this subsection paragraph (b) and the contribution provisions of paragraph (e) below of each Selling Stockholder shall be limited to an amount equal to not exceed the aggregate gross amount of net proceeds after underwriting commissions and discounts, but (before deducting expenses, to ) received by such Selling Stockholder from the sale of Stock sold by such its Shares hereunder (the “Selling Stockholder hereunderProceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, in each case to the extent, but only with respect to the extent, that such losses, claims, damages untrue statement or liabilities that arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission to state a material fact was made in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder in writing furnished to the Company relating to such Representatives by or on behalf of the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has been subsequently amended), it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists solely of the Selling Stockholder Information with respect to such Selling Stockholder’s Selling Stockholder Information; provided that the . The liability under this subsection of each Selling Stockholder under the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 9 shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally (and not jointly jointly) in proportion to the number of Shares to be sold by such Selling Stockholder hereunder hereunder, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the other Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but in each case except that such Selling Stockholder shall only with respect to be liable insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company Information expressly relating to such Selling Stockholder expressly for use in the pricing [information set forth on Annex A][term sheet set forth on Annex B] hereto, in the Preliminary Prospectus dated October 7, 2011, each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto, the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the ). The liability under this subsection of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate gross proceeds after public offering price (less underwriting commissions discounts and discounts, but before deducting expenses, to such Selling Stockholder from commissions) of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders shall, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to jointly, indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees and officers agents and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth Act, from and against any loss, claim, damage or liability, joint or several, or any action in paragraph respect thereof (a) aboveincluding, but only with respect not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities that arise action arises out of, or are is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (any such “free writing prospectus” that was prepared by or on behalf of any Selling Stockholder or used or referred to by any Selling Stockholder in connection with the offering of the Stock in violation of Section 7(c) being referred to as a “Selling Stockholder Free Writing Prospectus”) or (ii) the omission or alleged omission to state in any Preliminary Prospectus, Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any Selling Stockholder Free Writing Prospectus, any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter, its affiliates, directors, officers, employees and agents and each such controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, its affiliates, directors, officers, employees and agents or controlling persons in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred, but, in each case only 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 to state a material fact made or alleged omission from any Preliminary Prospectus, Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any Selling Stockholder Free Writing Prospectus in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the . The aggregate liability under this subsection of each Selling Stockholder under Section 10(b) and Section 10(e) or any claim for breach of representations and warranties of such Selling Stockholder contained in Section 2 shall be limited to an amount equal to the aggregate gross proceeds net proceeds, after underwriting commissions and discounts, discounts but before deducting expenses, to such Selling Stockholder from the sale of Stock sold expenses received by such Selling Stockholder hereunderStockholder, from the offering of the shares of the Stock purchased under the Agreement received by such Selling Stockholder, as set forth in the Prospectus.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Information; provided that the in subsection (c) below. The liability under this subsection of each Selling Stockholder under the indemnity contained in this paragraph shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from Purchase Price multiplied by the sale number of Stock Shares sold (the “Net Proceeds”) by such Selling Stockholder hereunderunder this Agreement.

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders severally Stockholders, jointly and not jointly in proportion severally, agree to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, directors and officers Underwriter and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth other person specified in paragraph subsection (a) of this Section 8 from and against any loss, damage, expense, liability or claim (including the reasonable cost of any investigation incurred in connection therewith) any such Underwriter or any such other person may incur as specified in such subsection, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any of the matters specified in subsection (a) of this Section 8, (ii) any untrue statement or alleged untrue statement made by the Selling Stockholders in Section 1(B) hereof or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) of Section 8(a) above, provided, however, that the Selling Stockholders shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by A.X. Xxxxxxx) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, further, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only with respect to such lossesthe extent, claims, damages arising out of or liabilities that arise out of, based upon any untrue statement or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any written information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder by the Representative expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder the Representative on behalf of the Underwriters to the Company consists of such the information described in subsection (b) below. The liability of the Selling Stockholder’s Selling Stockholder Information; provided that the liability under Stockholders pursuant to this subsection of each Selling Stockholder Section 8(b) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from initial public offering price of the sale of Stock Offered Shares sold by the Selling Stockholders (as a group), less the underwriting discount, as set forth on the front cover page of the Prospectus; provided that there shall be no such limit on the liability of the Selling Stockholder hereunderStockholders pursuant to this Section 8(b) for any loss, claim, damage, liability or expense related to the Selling Stockholders’ representations and warranties in Section 1(B) hereof. The indemnity agreement set forth in this Section 8(c) shall be in addition to any liabilities that the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but in each case only with respect to insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state of a material fact made in reliance upon and in conformity with any information the Selling Stockholder Information furnished by such Selling Stockholder and in writing each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing ProspectusProspectus , any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes the only such information furnished by any Underwriter consists of this Agreementthe information described as such in paragraph (c) below. Notwithstanding the foregoing provisions, the only information so furnished by such liability of any Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder (b) shall be limited in the aggregate to an amount equal to (x) the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale number of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement multiplied by (y) the Public Offering Price (minus related underwriting discounts and commissions) (the “Selling Stockholder Net Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, employees, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Marketing Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that . The Selling Stockholders shall not be liable under the liability under indemnity agreement contained in this subsection paragraph and the contribution provisions of each Selling Stockholder shall be limited to this Section 9 in excess of an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses, ) applicable to such Selling Stockholder from the sale of Stock Shares sold by such the Selling Stockholder hereunderStockholders pursuant to this Agreement (the “Selling Stockholders Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the same extent statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as the indemnity set forth in paragraph (a) above, but only with respect to such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with information relating to any information Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Informationin subsection (c) below; provided PROVIDED that (i) the liability under this subsection of each Selling Stockholder under this paragraph (b) shall be limited to an amount equal to the aggregate gross net proceeds (after deducting all underwriting discounts and commissions and discounts, paid by such Selling Stockholder but before deducting expenses, to ) received by such Selling Stockholder from the sale of Stock sold the Shares and (ii) in the case of Tekelec, a California corporation ("TEKELEC"), the indemnity provided for in this paragraph (b) shall apply only to the extent that any such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or alleged untrue statement or any such omission or alleged omission made in reliance upon and in conformity with information relating to Tekelec furnished to the Company in writing by Tekelec expressly for use therein; provided, that with respect to any such Selling Stockholder hereunderuntrue statement or alleged untrue statement in or omission or alleged omission from any Preliminary Prospectus, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Underwriter (or any of its affiliates, directors and officers and controlling persons) to the extent that any such loss, claim, damage or liability of or with respect to such Underwriter results from the fact that both (i) to the extent required by applicable law, a copy of the Final Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Shares to such person and (ii) the untrue statement in or omission from such Preliminary Prospectus was cured in the Final Prospectus unless, in either case, such failure to deliver the Final Prospectus was a result of non-compliance by the Company with the provisions of paragraphs (a), (c), (e) or (f) of Section 5 hereof.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but provided that each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only with respect to apply insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such in writing that constitutes Selling Stockholder Information expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s the Selling Stockholder Information; provided that . Notwithstanding the foregoing provisions, the liability under of any Selling Stockholder pursuant to this subsection of each Selling Stockholder (b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but Purchase Price (before deducting expenses, to such Selling Stockholder from ) of the sale of Stock Shares sold by such Selling Stockholder hereunderunder this Agreement (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not Stockholders, jointly in proportion to the number of Shares to be sold by such with each other Selling Stockholder hereunder but severally with the Company, agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such controlling person may become subject, under the same extent as Securities Act, the indemnity set forth in paragraph (a) above, but only with respect to such losses, claims, damages Exchange Act or liabilities that arise out ofother federal or state statutory law or regulation or the laws or regulations of foreign jurisdictions where Directed Shares have been offered, or are at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Selling Stockholder), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon, (i) upon any untrue statement or omission or alleged untrue statement or omission to state of a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact by such Selling Stockholder contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectusprospectus wrapper material distributed in connection with the reservation and sale of Directed Shares to the Participants, it being understood and agreed that for purposes or the omission or alleged omission therefrom of this Agreement, the only information so furnished a material fact by such Selling Stockholder consists necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in the case of subparagraphs (i) and (ii) of this Section 8(b) to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or with the approval of such Selling Stockholder specifically for use in the preparation thereof); or (iii) in whole or in part upon any inaccuracy in the representations and warranties of such Selling Stockholder contained herein; or (iv) in whole or in part upon any failure of such Selling Stockholder to perform its obligations hereunder or under law; or (v) upon any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Common Stock or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above, provided that the Selling Stockholders shall not be liable under this clause (v) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Selling Stockholders by the Representatives expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each of the Company and the Underwriters hereby acknowledge that the only information that the Selling Stockholders have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) is the name of such Selling Stockholder’s Selling Stockholder Information; provided that , the liability under this subsection number of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions Common Shares beneficially owned and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock sold offered by such Selling Stockholder hereunderand the statements made in the applicable footnote set forth opposite such Selling Stockholder’s name under the caption “Principal and Selling Stockholders” in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless (i) each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, and (ii) [·], its affiliates, directors and officers and each person, if any, who controls [·] within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities incurred as a result of [·]’s participation as a “qualified independent underwriter” within the meaning of FINRA Rule 5121 in connection with the offering of the Shares, but in each case of the preceding clauses (i) and (ii) only with respect to such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by any Underwriter consists of the Selling Stockholder Information provided by such Selling Stockholder consists Stockholder; provided, however, that the aggregate amount of such each Selling Stockholder’s Selling Stockholder Information; provided that the liability under this subsection of each Selling Stockholder pursuant to Section 9(b) shall be limited to an amount equal to not exceed the aggregate gross amount of net proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriterthe Underwriters, its their affiliates, directors and officers and each person, if any, who controls such Underwriter the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but provided that such Selling Stockholder shall only with respect be liable in any such case to the extent that any such lossesloss, claimsclaim, damages damage or liabilities that arise liability arises out of, of or are is based upon, any upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus , it being understood any Written Testing-the-Waters Communication or any Pricing Disclosure Package, in reliance upon and agreed in conformity with the information furnished by or on behalf of such Selling Stockholder as described in Section 4(e); provided, further, that for purposes the liability of such Selling Stockholder pursuant to this Agreement, paragraph (b) and the only information so furnished contribution by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that under paragraph (e) below shall not exceed the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions discounts and discountscommissions, but before without deducting expenses, to expenses of the Company or the Selling Stockholders) received by such Selling Stockholder from the sale of Stock the Shares sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Option Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Time of Sale Information, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that Information (ii) the liability under this subsection aggregate amount of each Selling Stockholder Shareholder’s liability pursuant to this Section 9(b) shall be limited to an not exceed the aggregate amount equal of net proceeds (before payment of fees and expenses but after deducting discounts and commissions paid to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to Underwriters) received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Time of Sale Information, it being understood and agreed that for purposes of this Agreement, the only information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that Information and (ii) the liability under this subsection aggregate amount of each Selling Stockholder Shareholder’s liability pursuant to this Section 9(b) shall be limited to an not exceed the aggregate amount equal of net proceeds (before payment of fees and expenses but after deducting discounts and commissions paid to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to Underwriters) received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally (and not jointly jointly) in proportion to the number of Option Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of any Selling Stockholder consists only of (i) the legal name, address and the number of shares of Common Stock of the Company beneficially owned by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided that , before and after the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to offering, and (ii) the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, other information with respect to such Selling Stockholder from which appears in the sale of Stock sold by such table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” in each case, in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (with respect to each Selling Stockholder, the “Selling Stockholder hereunderInformation”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders Stockholders, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to jointly, shall indemnify and hold harmless each UnderwriterUnderwriter Indemnified Party, its affiliatesagainst any and all losses, directors and officers and each personclaims, if anydamages or liabilities, who controls joint or several, to which such Underwriter within Indemnified Party may become subject, under the meaning of Section 15 of the Securities Act or Section 20 of Act, the Exchange Act to the same extent Act, other Federal or state statutory law or regulation or otherwise, insofar as the indemnity set forth in paragraph (a) above, but only with respect to such losses, claims, damages or liabilities that (or actions in respect thereof) arise out of, of or are based upon, upon any untrue statement or omission or alleged untrue statement or omission to state a of any material fact made contained in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, the Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto) 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 not misleading in reliance upon and in conformity with the Selling Stockholder’s Information, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder InformationInformation and will reimburse each Underwriter Indemnified Party for any legal or other out-of-pocket expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, investigation or proceeding whatsoever, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided provided, however, that 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 only such information furnished by any Underwriter consists of the information described as such in subsection (b) above. The aggregate liability under this subsection Section 8(c) of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock Secondary Securities sold by such Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders agrees, severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees jointly, to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes the only such information furnished by any Underwriter consists of the information described as such in paragraph (c) below. Notwithstanding the foregoing, the indemnity agreement in this AgreementSection 9(b) only applies to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, in reliance upon and in conformity with the Selling Stockholder Information (as defined below). Each of the Underwriters hereby acknowledge and agree that the only information so furnished by such that the Selling Stockholder consists has furnished to the Company expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package is (i) the legal name, address and the number of such shares of Common Stock beneficially owned by the Selling Stockholder’s , before and after the offering, and (ii) the other information with respect to the Selling Stockholder which appears in the table (and corresponding footnotes) under the caption “Selling Stockholders” (with respect to the Selling Stockholder, the “Selling Stockholder Information; provided that ”) in each case, in the Registration Statement, the Preliminary Prospectus and the Prospectus. The aggregate liability under this subsection of each the Selling Stockholder under the indemnification provisions contained in this paragraph and the contribution provisions in Section 9(e) shall be limited to an amount equal to the aggregate gross proceeds after Public Offering Price (less underwriting commissions discounts and discounts, but before deducting expenses, to such commissions) of the Shares sold by the Selling Stockholder from under this Agreement (the sale of Stock sold by such “Selling Stockholder hereunderNet Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the The Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees agree to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees and officers agents, and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company and the Selling Stockholders), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises to the same extent as and in the indemnity manner set forth in paragraph Section 9(a)(i) and (aii) above, but ; provided that any Selling Stockholder shall be liable only with respect to the extent that such losses, claims, damages untrue statement or liabilities that arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission to state a material fact has been made in reliance upon and in conformity with any information furnished by such Selling Stockholder in writing to the Company relating to such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file pursuant to Rule 433(d) of the Securities Act, any Marketing Material or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus, it being understood in reliance upon and agreed that for purposes of this Agreement, in conformity with the only information so furnished Selling Stockholder Information provided by such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information; provided 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 underwriting commissions and discounts, but before deducting expenses, to such Selling Stockholder from the sale of Stock Offered Shares sold by such Selling Stockholder hereunderhereunder (the “Selling Stockholder Net Proceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 and liabilities (including, without limitation, the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the same extent statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as the indemnity set forth in paragraph (a) above, but only with respect to such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with information relating to any information Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectustherein, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Informationin subsection (c) below; provided provided, however, that the liability under this subsection of each Selling Stockholder under this Section 8 shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock sold by such Selling Stockholder hereunderShares.

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished by such Selling Stockholder in writing to the Company relating to in writing by such Selling Stockholder Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that for purposes of this Agreement, the only such information so furnished by such Selling Stockholder any Underwriter consists of the information described as such Selling Stockholder’s Selling Stockholder Informationin paragraph (c) below; provided that (i) the Selling Stockholders’ agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Selling Stockholder Information and (ii) the liability under this subsection of each the Selling Stockholder pursuant to this Section 9(b) shall be limited in the aggregate to an amount equal to the aggregate gross proceeds after Purchase Price (less underwriting discounts and commissions and discounts, but before deducting payment of expenses, to such ) of Shares sold by the Selling Stockholder from under this Agreement (the sale of Stock sold by such “Selling Stockholder hereunderProceeds”).

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to in each case except insofar as such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or the Pricing Disclosure Package, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder in writing furnished to the Company relating to in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or ), any Issuer Free Writing ProspectusProspectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes (ii) the aggregate amount of this Agreement, the only information so furnished by such Selling Stockholder consists of such each Selling Stockholder’s Selling Stockholder Information; provided that the liability under pursuant to this subsection of each Selling Stockholder Section 9(b) shall be limited to an amount equal to not exceed the aggregate amount of gross proceeds after underwriting commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Stock its Shares hereunder. Each of the Selling Stockholders severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder also agrees to indemnify and hold harmless Xxxxx, Xxxxxxxx & Xxxxx, Inc., its affiliates, directors and officers and each person, if any, who controls Xxxxx, Xxxxxxxx & Xxxxx, Inc. within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities incurred as a result of Xxxxx, Xxxxxxxx & Xxxxx, Inc.’s participation as a “qualified independent underwriter” within the meaning of FINRA Rule 5121 in connection with the offering of the Shares; provided, however, that (i) each Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), and (ii) the aggregate amount of each Selling Stockholder’s liability pursuant to this Section 9(b) shall not exceed the aggregate amount of gross proceeds received by such Selling Stockholder from the sale of its Shares hereunder.