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

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever as incurred arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and but not jointly, agrees to will indemnify and hold harmless each UnderwriterIndemnified Party, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made however, that such Selling Stockholder shall be subject to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was is made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder InformationInformation or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement and 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 expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each UnderwriterIndemnified Party, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon 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 arising out (in the case of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, but and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that each Selling Stockholder shall be subject to such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in is based upon the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the applicable Selling Stockholder Information; and 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 expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Sale Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, a “Selling Stockholder Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact fact, in the case of any Registration Statement, contained in the Registration Statement (any part thereof at any time or any amendment thereto), or upon 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 arising out misleading, and in the case of any untrue statement Statutory Prospectus, the Final Prospectus or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing ProspectusProspectus as of any time, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) included in any Marketing Materials, including part thereof as of any roadshow time or investor presentations made to investors by the Company (whether in person or electronically), or upon the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that 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 was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder’s name and corresponding share amounts set forth in the table of Selling Securityholders in the Registration Statement and Final Prospectus under the heading “Selling Stockholders” and each Selling Stockholder’s address and other information with respect to the Selling Stockholder Information(excluding percentages) that appear in the table (and corresponding footnotes) under such heading. The liability of any Selling Stockholder pursuant to this subsection (b) shall not exceed the total net proceeds (before deducting expenses) received by such Selling Stockholder from the sale of the Offered Securities sold by the Selling Stockholder hereunder (the “Selling Stockholder Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders , jointly and severally and not jointly, agrees to shall indemnify and hold harmless each UnderwriterUnderwriter Indemnified Party, its Affiliates and selling agents and each personagainst any loss, if anyclaim, who controls damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which that Underwriter within Indemnified Party may become subject, under the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act against any and all otherwise, insofar as such loss, claim, damage, expense, liability, claimaction, damage and expense whatsoever as incurred arising investigation or proceeding arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectusPreliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the General Disclosure Package Rules and Regulations, the Registration Statement, the Prospectus, or the Prospectus (or in any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact in reliance upon and in conformity with the Selling Stockholder Information required to be stated therein or necessary to make the statements therein not misleading , and shall reimburse each Underwriter Indemnified Party promptly upon demand for any documented legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholders might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to each Underwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent provided that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder InformationInformation with respect to that Selling Stockholder, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate proceeds (less underwriters’ discounts and commissions, but before other expenses) to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents Underwriter and each person, if any, who controls any each Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act and their respective officers, directors, employees, affiliates and selling agents against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which each Underwriter may become subject, under the Securities Act or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus (taken together with the Disclosure Package), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Preliminary Prospectus or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing the Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made), not misleadingin each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto) , or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any such amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-3; and will reimburse such Underwriter 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 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 or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein; provided, further, that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of (i) the number of Securities sold by such Selling Stockholder and (ii) the per share net proceeds to the Selling Stockholder Informationas set forth in the Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, or the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus or Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that each Selling Stockholder will only be liable in any such case to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with the written information relating to such Selling Stockholder Informationfurnished to the Company by such Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the information relating to such Selling Stockholder under the caption “Principal and Selling Stockholders” in any Registration Statement, Statutory Prospectus or the Final Prospectus; provided, further, that the liability of each Selling Stockholder under this Section 8(b) shall be limited to an amount equal to the aggregate gross proceeds after underwriting discounts and commissions, but before expenses, to such Selling Stockholder from the sale of the Optional Securities sold by such indemnifying Selling Stockholder pursuant to this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder will, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents each other Selling Stockholder and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act other Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement (or at any amendment thereto)time, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, not misleading or arising (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact included (A) contained in any preliminary prospectusStatutory Prospectus as of any time, any Written Testing-the-Waters Communication, the Final Prospectus or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (arise out of or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or are based upon the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the foregoing indemnity shall only apply to the extent that any loss, claim, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or that is based upon any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information; provided further, that the aggregate liability of each Selling Stockholder pursuant to this subsection 8(b) shall not exceed the net proceeds (after deducting underwriting discounts and commissions, but without deducting expenses of the Company or the Selling Stockholders) received by such Selling Stockholder from the sale of the Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. (a) Each Selling StockholderStockholder agrees, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, from and against any and all losslosses, liabilityclaims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim, damage and expense whatsoever as incurred arising out of ) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereof, any preliminary prospectus, the Time of Sale Disclosure Package, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or the any Issuer-Represented Free Writing Prospectus, or caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only with reference to information relating to such Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use therein. (b) Subject to the procedures set forth in Section 8.3(c), each of the Selling Stockholders shall, jointly and severally, indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by a breach of any of the representations and warranties of the Company contained in Article I of this Agreement. (c) In the event that any Underwriter or any person, if any, who "controls" any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act shall have properly and in good faith made any request for indemnification pursuant to Section 8.1 and the Company (i) shall have failed to pay such amount or otherwise failed to satisfy its obligations set forth in Section 8.1 within 30 days of such request, or (ii) shall be, in such indemnified party's bona fide and reasonable judgment, financially, legally or otherwise unable to satisfy such obligations, each of the Selling Stockholders shall, jointly and severally, promptly indemnify and hold harmless such indemnified party to the same extent that as the Company shall be required to indemnify such untrue statement indemnified party, or alleged untrue statement shall contribute to the amount paid or omission or alleged omission was made payable by such indemnified party to the same extent as the Company shall be required to contribute to such amount in the Registration Statement (event indemnification is unavailable or any amendment thereto) is insufficient as contemplated by Section 8.8 or in any preliminary prospectus, any Issuer Free Writing Prospectus, 8.9. In the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with event that the Selling Stockholder InformationStockholders incur any costs or expenses pursuant to the terms of Section 8.3(b), (i) the Company shall be obligated to reimburse the Selling Stockholders for such costs and expenses and (ii) the Selling Stockholders shall have full rights and remedies to seek such reimbursement.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally severally, and not jointly, agrees to will indemnify and hold harmless each UnderwriterIndemnified Party, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of any this provision with respect to the above as such expenses are incurred; provided, however, that a Selling Stockholder shall be subject to liability only to the extent that the untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was from any of such documents is made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the written information provided by such Selling Stockholder Informationspecifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information in the Final Prospectus furnished on behalf of each Selling Stockholder: the information relating to such Selling Stockholder under the caption “Principal and Selling Stockholders” in any Statutory Prospectus or the Final Prospectus; provided further that the liability of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting discounts and commissions, but before expenses, to such Selling Stockholder from the sale of the Offered Securities sold by such indemnifying Selling Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholderstockholders, severally and not jointly, agrees to jointly shall indemnify and hold harmless each UnderwriterUnderwriter Indemnified Party, its Affiliates and selling agents and each personagainst any loss, if anyclaim, who controls damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which that Underwriter within Indemnified Party may become subject, under the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act against any and all otherwise, insofar as such loss, claim, damage, expense, liability, claimaction, damage and expense whatsoever as incurred arising investigation or proceeding arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement (Statement, the Prospectus, or in any amendment thereto)or supplement thereto or in any Marketing Materials, or (ii) the omission or alleged omission therefrom of to state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) but in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but each case only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with written information provided to the Company by or on behalf of a Selling stockholder specifically for inclusion therein, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholder Informationstockholders might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to each Underwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each UnderwriterIndemnified Party, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any amendment thereto)Written Testing-the-Waters Communication, or arise out of or are based upon 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the aggregate liability of each Selling Stockholder under this Section 8(b) and Section 8(e) shall be limited to an amount equal to the aggregate net proceeds, after deducting underwriting discounts but before deducting any other expenses, received by such Selling Stockholder from the sale of Offered Securities sold hereunder by such Selling Stockholder (the “Selling Stockholder Proceeds”); provided, further, however, that the Selling Stockholders will only be liable in any 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 was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder Informationspecifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder’s name and corresponding share amounts set forth in the table of Principal and Selling Stockholders in the Registration Statement and Final Prospectus under the heading “Principal and Selling Stockholders” and each Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally jointly and not jointlyseverally, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, a “Selling Stockholders Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Selling Stockholders Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements thereinmisleading, in each case to the light of the circumstances under which they were made, not misleadingextent, but only to the extent 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 Registration Statement Company by Misys specifically for use therein, which information consists of the disclosure identified in Schedule G hereto (the “Selling Stockholder Information”), and will reimburse each Selling Stockholders Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholders Indemnified Party in connection with investigating or defending against any amendment loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholders Indemnified Party is a party thereto) ), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any preliminary prospectussuch 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 Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials 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 specified in subsection (c) below. The liability of the Selling Stockholder InformationStockholders under the indemnity agreement contained in this subsection (c) shall be limited to an amount equal to the aggregate price paid to the Selling Stockholders pursuant to Section 3 of this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each WS Selling Stockholder severally and jointly with the other WS Selling Stockholders, each AlpInvest Selling Stockholder severally and jointly with the other AlpInvest Selling Stockholder, each Norwest Selling Stockholder severally and jointly with the other Norwest Selling Stockholder, and each other Selling Stockholder severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time or any amendment thereto), arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or arising (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact included (A) contained in any preliminary prospectusStatutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (arise out of or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or are based upon the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred, in each case promptly upon receipt of an invoice regarding such expense; provided, however, that a Selling Stockholder shall be subject to such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made is based upon information provided by such Selling Stockholder, it being understood and agreed that the only such information provided by any Selling Stockholder consists of the following information in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, Final Prospectus furnished on behalf of each Selling Stockholder: the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the information relating to such Selling Stockholder Informationunder the caption “Principal and Selling Stockholders”; provided, further, that the liability under this Section 8(b) of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to will indemnify and hold harmless each UnderwriterIndemnified Party, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made however, that each Selling Stockholder shall be subject to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon on and in conformity with the Selling Stockholder InformationInformation provided by such Selling Stockholder and provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after deducting underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and but not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the 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 (c) below; and provided further, that each Selling Stockholder will be liable in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order such case to make the statements therein, in the light of the circumstances under which they were made, not misleadingextent, but only to the extent 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 was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon on and in conformity with the Selling Stockholder Information; provided further, that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the aggregate proceeds received after underwriting commissions and discounts, but before expenses, from the sale of Offered Securities by such Selling Stockholder pursuant to this Agreement (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder's "Net Proceeds").

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholderstockholders, severally and not jointly, agrees to shall indemnify and hold harmless each UnderwriterUnderwriter Indemnified Party, its Affiliates and selling agents and each personagainst any loss, if anyclaim, who controls damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which that Underwriter within Indemnified Party may become subject, under the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act against any and all otherwise, insofar as such loss, claim, damage, expense, liability, claimaction, damage and expense whatsoever as incurred arising investigation or proceeding arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any "issuer information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement (Statement, the Prospectus, or in any amendment thereto)or supplement thereto or document incorporated by reference therein or in any Marketing Materials, or (ii) the omission or alleged omission therefrom to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any "issuer information" filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or arising other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Selling stockholders shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in from any Preliminary Prospectus, the Registration Statement (or the Prospectus, or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any such amendment or supplement thereto) or in any Marketing Materials , made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriter’s Information. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholder Informationstockholders might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to each Underwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto), arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with the Selling Stockholder InformationInformation furnished to the Company by any such Selling Stockholder specifically for use therein.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement (at any time, any Statutory Prospectus at any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made however, that a Selling Stockholder shall be subject to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance is based upon and in conformity with the Selling Stockholder InformationInformation or contained in a representation or warranty given by such Selling Stockholder in this Agreement and 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 expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements thereinmisleading, in each case to the light of the circumstances under which they were made, not misleadingextent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectusStatement, any Issuer Free Writing Preliminary Prospectus, the General Disclosure Package or the Final Prospectus (or any such amendment or supplement thereto) , or in any Marketing Materials Issuer Free Writing Prospectus, in reliance upon and in conformity with the Selling Stockholder Information; and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred. The aggregate liability of each Selling Stockholder under Section 8(b) and Section 8(e) or any claim for breach of representations and warranties of such Selling Stockholder contained in Section 2 shall be limited to the aggregate net proceeds, after underwriting discounts but before deducting expenses received by such Selling Stockholder, from the offering of the Offered Securities purchased under the Agreement received by such Selling Stockholder, as set forth in the table on the cover page of the Final Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholderStockholders severally, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus taken together with the General Disclosure Package, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, (Bi) in any Marketing Materials, including any roadshow or investor presentations made each Selling Stockholder shall be subject to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was is made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder InformationInformation or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement to which it is a party; and (ii) the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate proceeds (after deducting the underwriters’ commission and discount but before deducting expenses) to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Written Testing-the-Waters Communication, any road show presentation or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder Informationspecifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder’s name and corresponding share amounts set forth in the table of Principal and Selling Shareholders in the Registration Statement and Final Prospectus under the heading “Principal and Selling Stockholders” and each Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholderStockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Written Testing-the-Waters Communication, or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of 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 Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) below.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to shall indemnify and hold harmless each UnderwriterUnderwriter Indemnified Party, its Affiliates and selling agents and each personagainst any loss, if anyclaim, who controls damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which that Underwriter within Indemnified Party may become subject, under the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act against any and all otherwise, insofar as such loss, claim, damage, expense, liability, claimaction, damage and expense whatsoever as incurred arising investigation or proceeding arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement (Statement, the Prospectus, or in any amendment thereto)or supplement thereto or in any Marketing Materials, or (ii) the omission or alleged omission therefrom to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the its Selling Stockholder Information, and shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. The aggregate liability under this Section 7(b) of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, a “Selling Stockholder Indemnified Party”), from and against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or (ii) 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 arising out (in the case of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, but and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission or alleged untrue statement or omission and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however that each Selling Stockholder shall only be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based on an untrue statement or alleged untrue statement in or omission or alleged omission was from any of such documents made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the such Selling Stockholder InformationInformation provided by such Selling Stockholder; and provided, further that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses), received by such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholder, severally and not jointly, agrees to Stockholders will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make Underwriter through the statements Representatives specifically for use therein, in it being understood and agreed that the light only such information furnished by any Underwriter consists of the circumstances under which they were madeinformation described as such in subsection (c) below; provided further, not misleadinghowever, but that (i) each Non-Solera Selling Stockholder shall be subject to such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in is based upon the Registration Statement Non-Solera Selling Stockholder Information furnished by or on behalf of such Non-Solera Selling Stockholder and (or any amendment theretoii) or in any preliminary prospectusthe liability of each Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, any Issuer Free Writing Prospectusbut before expenses, to such Selling Stockholder from the General Disclosure Package or the Prospectus sale of Offered Securities sold by such Selling Stockholder hereunder (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholder InformationStockholders set forth in this Section 8(b) shall be several and not joint; provided, however, that such obligations of the Solera Selling Stockholders shall be joint and several between each such Solera Selling Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, Stockholder will severally and not jointly, agrees to jointly indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of the Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but that each Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of the Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the description of the Selling Stockholder Informationand its beneficial ownership of Company securities in the Registration Statement, any Statutory Prospectus or any subsequent prospectus approved by such Selling Stockholder under the heading “Principal and Selling Stockholders”; and, 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 expenses (the “Net Proceeds”), to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out (in the case of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, prospectus in the light of the circumstances under which they were made, ) not misleading, in each case to the extent, but only to the extent 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 Registration Statement (Representatives by or any amendment thereto) or on behalf of the Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the information relating to the Selling Stockholder that appears under the caption “Principal and Selling Stockholders” in any preliminary prospectus, any Issuer Free Writing Statutory Prospectus or the Final Prospectus, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the General Disclosure Package or enforcement of this provision with respect to the Prospectus (or any amendment or supplement thereto) or above as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any Marketing Materials 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 (c) below; provided further, however, that the liability under this subsection of the Selling Stockholder Informationshall be limited to an amount equal to the aggregate net proceeds after underwriting commissions and discounts, but before expenses, to the Selling Stockholder from the sale of the Offered Securities sold by the Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally jointly and not jointlyseverally, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, a “Selling Stockholders Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Selling Stockholders Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements thereinmisleading, in each case to the light of the circumstances under which they were made, not misleadingextent, but only to the extent 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 Registration Statement Company by Misys specifically for use therein, which information consists of the disclosure identified in Schedule E hereto (the “Selling Stockholder Information”), and will reimburse each Selling Stockholders Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholders Indemnified Party in connection with investigating or defending against any amendment loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholders Indemnified Party is a party thereto) ), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any preliminary prospectussuch 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 Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials 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 specified in subsection (c) below. The liability of the Selling Stockholder InformationStockholders under the indemnity agreement contained in this subsection (c) shall be limited to an amount equal to the aggregate price paid to the Selling Stockholders pursuant to Section 3 of this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to Stockholder will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in connection with the enforcement of this provision with respect to any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeabove as such expenses are incurred; provided, not misleadinghowever, but that such Selling Stockholder shall be subject to such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance is based upon and in conformity with the Selling Stockholder InformationInformation and provided, further, that the liability under this subsection (b) of such Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of the Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any either Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and their respective officers, directors, and employees, against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Underwriter, control person, officer, director or employee may become subject, under the 1933 Act or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, any Issuer Free Writing Prospectus (when taken together with the General Disclosure Package), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or arise out of or are based upon 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleadingin each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the General Disclosure Package and the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-3; and will reimburse each Underwriter, control person, officer, director or employee for any legal or other expenses reasonably incurred by such Underwriter, control person, officer, director or employee in connection with investigating or defending any such action or claim as such expenses are incurred; 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 or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement (or any amendment thereto) or in ), including any preliminary prospectusinformation deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package, any Issuer Free Writing Prospectus, Prospectus (when taken together with the General Disclosure Package or Package), the Prospectus (or any amendment or supplement thereto) or in any the Marketing Materials in reliance upon and in conformity with the Underwriter Information; provided, further, that the liability of a Selling Stockholder Informationpursuant to this subsection (b) shall not exceed the product of (i) the number of shares of Common Stock sold by such Selling Stockholder and (ii) the per share net proceeds to the Selling Stockholder as set forth in the Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each UnderwriterIndemnified Party, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made however, that such Selling Stockholder shall be subject to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information; and provided, further, that the liability under this subsection of such Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Exchange Act, against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Written Testing-the-Waters Communication or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that a Selling Stockholder will only be liable in any such case to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder Informationspecifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder’s name and corresponding share amounts set forth in the table of Principal and Selling Stockholders in the Registration Statement and Final Prospectus under the heading “Principal and Selling Stockholders” and each Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder will, severally and not jointly, agrees to indemnify indemnify, defend and hold harmless each UnderwriterUnderwriter against any losses, its Affiliates and selling agents and each personclaims, if anydamages or liabilities, who controls any joint or several, to which such Underwriter within the meaning of Section 15 of may become subject, under the 1933 Act or Section 20 of the 1934 Act against any and all lossotherwise, liabilityinsofar as such losses, claimclaims, damage and expense whatsoever as incurred arising damages or liabilities (or actions in respect thereof) arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectuswith respect to the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, but only with respect to the extent that such untrue statement statements or omissions, or alleged untrue statement statements or omission or alleged omission was omissions, made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the information relating to such Selling Stockholder Informationspecifically furnished by such Selling Stockholder to the Company for use therein, which shall consist solely of the statements set forth under the caption “Principal and Selling Stockholders” in the General Disclosure Package and the Prospectus. The liability of each Selling Stockholder under the indemnity agreement contained in this Section 7(b) shall be limited to an amount equal to the proceeds (net of underwriting discounts and concessions, but before deducting other expenses) received by the Selling Stockholder from the sale of the Option Securities sold by such Selling Stockholder under this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, a “Selling Stockholder Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact fact, in the case of any Registration Statement, contained in the Registration Statement (any part thereof at any time or any amendment thereto), or upon 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 arising out misleading, and in the case of any untrue statement Statutory Prospectus, the Final Prospectus or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing ProspectusProspectus as of any time, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) included in any Marketing Materials, including part thereof as of any roadshow time or investor presentations made to investors by the Company (whether in person or electronically), or upon the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that 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 was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder’s name and corresponding share amounts set forth in the table of Selling Securityholders in the Registration Statement and Final Prospectus under the heading “Selling Stockholders” and each Selling Stockholder’s address and other information with respect to the Selling Stockholder Information.(excluding percentages) that appear in the table (and corresponding footnotes) under such heading. The liability of any Selling Stockholder pursuant to this subsection (b) shall not exceed the total net proceeds (before deducting expenses) received by such Selling Stockholder from the sale of the Offered Securities sold by the Selling Stockholder hereunder (the “Selling Stockholder Proceeds”). ​

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents Underwriter and each person, if any, who controls any each Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act and their respective officers, directors, employees, affiliates and selling agents against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which each Underwriter may become subject, under the Securities Act or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus (taken together with the Disclosure Package), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Preliminary Prospectus or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing the Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made), not misleadingin each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto) , or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any such amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-3; and will reimburse such Underwriter 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 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 or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein; provided, further, that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of (i) the number of Securities sold by such Selling Stockholder and (ii) the per share net proceeds to the Selling Stockholder Informationas set forth in the Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, Stockholder will severally and not jointly, agrees to jointly indemnify and hold harmless each UnderwriterIndemnified Party, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein (with respect to any Registration Statement) or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were mademade (with respect to any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus), not misleading, but and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that each Selling Stockholder 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 (c) below; provided, further, that each Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage or liability arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission was made in any Registration Statement, any Statutory Prospectus, the Registration Statement (Final Prospectus or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with written information concerning such Selling Stockholder furnished to the Company by such Selling Stockholder specifically for inclusion therein, it being understood and agreed that the only such information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, the number of Offered Securities and the address and other information with respect to such Selling Stockholder (excluding percentages) which appear in the Final Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (such information, the “Selling Stockholder Information”); provided, further, however, that the aggregate amount of each Selling Stockholder’s liability under this Section 9(b) shall not exceed the aggregate amount of net proceeds (after underwriting commissions and discounts, but before deducting expenses) received by such Selling Stockholder from the Underwriters for the sale of its Offered Securities hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally severally, and not jointly, agrees to will indemnify and hold harmless each UnderwriterIndemnified Party, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made however, that a Selling Stockholder shall be subject to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in is based upon written information provided by such Selling Stockholder; and provided further that the Registration Statement liability of each indemnifying Selling Stockholder pursuant to this subsection shall be limited to an amount equal to the aggregate gross proceeds after underwriting discounts and commissions, but before expenses, to such Selling Stockholder from the sale of the Offered Securities sold by such indemnifying Selling Stockholder. For purposes of this Section (or any amendment theretob) or in any preliminary prospectus, any Issuer Free Writing Prospectusonly, the General Disclosure Package or term Selling Stockholders shall exclude the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Manger Selling Stockholder InformationStockholders.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that each 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company or such Underwriter by such Selling Stockholder expressly for use therein; provided, further, that the Selling Stockholder InformationStockholders 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 (c) below.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholder, Stockholders will severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other U.S. federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that each Selling Stockholders will only be liable in any such case to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder Informationspecifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder’s name and corresponding share amounts set forth in the table of Principal and Selling Shareholders in the Registration Statement and Final Prospectus under the heading “Principal and Selling Shareholders” and each Selling Stockholder’s address; provided, further, that no Selling Stockholder shall be liable under this Section 8(b) for any amounts in excess of the aggregate amount of gross proceeds minus underwriting discounts and commissions such Selling Stockholder receives in connection with the offering.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees in proportion to the number of Offered Securities to be sold by such Selling Stockholder hereunder, will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (or at any amendment thereto)time, any Statutory Prospectus as of any time, the Final Prospectus or, any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements thereinmisleading, in each case to the light of the circumstances under which they were made, not misleadingextent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information, and will reimburse each Indemnified Party for any reasonable and documented legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the liability of each Selling Stockholder under this Section 8(b) and Section 8(e) below shall be limited to an amount equal to the aggregate proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and but not jointly, agrees to will indemnify and hold harmless each UnderwriterIndemnified Party, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of any Registration Statement, any Statutory Prospectus, the Registration Statement (Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the 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 (c) below; and provided further that the Selling Stockholders will only be liable in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only such case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information; and provided further that the liability of each Selling Stockholder pursuant to this subsection (b) shall not exceed the aggregate gross proceeds from the offering (before deducting underwriting discounts, commissions and expenses) received by such Selling Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to Stockholder will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time or any amendment thereto), arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or arising (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact included (A) contained in any preliminary prospectusStatutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)“road show” used in connection with the offering, or (B) in any Marketing Materials, including any roadshow arise out of or investor presentations made to investors by the Company (whether in person or electronically), or are based upon the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that (i) this Section 8(b) shall apply only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance is based upon and in conformity with the Selling Stockholder InformationInformation and (ii) the liability of each Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholders set forth in this Section 8(b) shall be several and not joint; provided, however, that [(x) such obligations of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Revocable Trust, The 2007 ▇▇▇▇▇▇▇▇ Family GST Trust u/t/a/ 6/1/2007, the JH GST Trust u/t/a 5/1/2007, the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2013 Irrevocable Exempt Trust for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2013 Irrevocable Exempt Trust for ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the “▇▇▇▇▇▇▇▇ Selling Stockholders”) shall be joint and several between each such ▇▇▇▇▇▇▇▇ Selling Stockholder and (y) such obligations of ▇▇▇▇▇▇▇ ▇▇▇▇ and The ▇▇▇▇ Family GST Trust (together, the “▇▇▇▇ Selling Stockholders”) shall be joint and several between each such ▇▇▇▇ Selling Stockholder.]

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in connection with the enforcement of this provision with respect to any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeabove as such expenses are incurred; provided, not misleadinghowever, but that such Selling Stockholder shall be subject to such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance is based upon and in conformity with the Selling Stockholder InformationInformation and provided, further, that the liability under this subsection (b) of such Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of the Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholderstockholders, severally and not jointly, agrees to shall indemnify and hold harmless each UnderwriterUnderwriter Indemnified Party, its Affiliates and selling agents and each personagainst any loss, if anyclaim, who controls damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which that Underwriter within Indemnified Party may become subject, under the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act against any and all otherwise, insofar as such loss, claim, damage, expense, liability, claimaction, damage and expense whatsoever as incurred arising investigation or proceeding arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement (Statement, the Prospectus, or in any amendment thereto)or supplement thereto or document incorporated by reference therein or in any Marketing Materials, or (ii) the omission or alleged omission therefrom to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or arising other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Selling stockholders shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in from any Preliminary Prospectus, the Registration Statement (or the Prospectus, or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any such amendment or supplement thereto) or in any Marketing Materials , made in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriter’s Information. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholder Informationstockholders might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to each Underwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to Stockholder will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time or any amendment thereto), arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or arising (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact included (A) contained in any preliminary prospectusStatutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto)“road show” used in connection with the offering, or (B) in any Marketing Materials, including any roadshow arise out of or investor presentations made to investors by the Company (whether in person or electronically), or are based upon the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that (i) this Section 8(b) shall apply only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance is based upon and in conformity with the Selling Stockholder InformationInformation and (ii) the liability of each Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholders set forth in this Section 8(b) shall be several and not joint; provided, however, that (x) such obligations of [•] (collectively, the “▇▇▇▇▇▇▇▇ Selling Stockholders”) shall be joint and several between each such ▇▇▇▇▇▇▇▇ Selling Stockholder and (y) such obligations of [•] (collectively, the “▇▇▇▇ Selling Stockholders”) shall be joint and several between each such ▇▇▇▇ Selling Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder shall severally, severally and not jointly, agrees to indemnify and hold harmless each UnderwriterUnderwriter Indemnified Party, its Affiliates and selling agents and each personagainst any loss, if anyclaim, who controls damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof) to which that Underwriter within Indemnified Party may become subject, under the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act against any and all otherwise, insofar as such loss, claim, damage, expense, liability, claimaction, damage and expense whatsoever as incurred arising investigation or proceeding arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact solely pertaining to such Selling Stockholder contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement (Statement, the Prospectus, or in any amendment thereto)or supplement thereto or document incorporated by reference therein or in any Marketing Materials, or (ii) the omission or alleged omission therefrom to state information pertaining to such Selling Stockholder in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or arising other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Selling Stockholders shall not be liable in any such case to the extent that any such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in from any Preliminary Prospectus, the Registration Statement (or the Prospectus, or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any such amendment or supplement thereto) or in any Marketing Materials , made in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriter’s Information. This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholder InformationStockholders might have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to each Underwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally jointly and not jointlyseverally, agrees to will indemnify and hold harmless each Underwriteran Indemnified Party, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder Informationspecifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder’s name and corresponding share amounts set forth in the table of Principal and Selling Shareholders in the Registration Statement and Final Prospectus under the heading “Principal and Selling Shareholders” and each Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and Affiliates, its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, claimaction, damage and expense whatsoever as incurred arising investigation or proceeding arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement (Statement, the Prospectus, or in any amendment thereto)or supplement thereto or in any Marketing Materials, or (ii) the omission or alleged omission therefrom to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the its Selling Stockholder Information, and shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, each such party promptly upon demand for any legal or other expenses reasonably incurred by that party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. The aggregate liability under this Section of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, an "Indemnified Party"), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made however, that with respect to investors by the Company (whether in person or electronically)a Non-Management Selling Stockholder, or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order such Non-Management Selling Stockholder shall be subject to make the statements therein, in the light of the circumstances under which they were made, not misleading, but such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made is based upon written information provided by such Non-Management Selling Stockholder or contained in the Registration Statement (a representation or any amendment thereto) or warranty given by such Non-Management Selling Stockholder in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package this Agreement or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon Custody Agreement and in conformity with provided, further, that the liability under this subsection of a Selling Stockholder Informationshall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholder, severally and not jointly, agrees to Stockholders will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any amendment thereto)Testing-the-Waters Writing, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials 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 (c) below; provided further, however, that the liability of each Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholder InformationStockholders set forth in this Section 8(b) shall be joint and several.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders severally, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders, other than the Management Selling Stockholders listed on Schedule D, will only be liable, in any case, to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder Informationspecifically for use therein, it being understood and agreed that the only such information is the information related to such Selling Stockholder as set forth in the preliminary prospectus distributed to investors and the Final Prospectus under the heading “Principal and Selling Stockholders”; and provided further, that the aggregate amount of each such Selling Stockholder’s liability pursuant to this Section 8(b) shall not exceed the aggregate amount of net proceeds (after deducting underwriting discounts and commission but before deducting expenses) received by such Selling Stockholder from the sale of its Offered Securities hereunder. Provided further, that no Selling Stockholder will 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 (c) below.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any amendment thereto)Written Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in connection with the enforcement of this provision with respect to any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeabove as such expenses are incurred; provided, not misleadinghowever, but that each Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in the Registration Statement (or Statement, any amendment thereto) or in any preliminary prospectusStatutory Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials Written Testing-the-Waters Communication in reliance upon and in conformity with the Selling Stockholder InformationInformation provided by such Selling Stockholder; provided, further, that the liability under this subsection (b) of each Selling Stockholder shall be limited to an amount equal to the aggregate proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder severally, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever whatsoever, as incurred incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package prospectus or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, but only liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Selling Stockholder; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; PROVIDED, HOWEVER, that this indemnity agreement shall only 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 or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use in the Registration Statement (or any amendment thereto) ), including the Rule 430A Information or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package prospectus or the Prospectus (or any amendment or supplement thereto); provided that each Selling Stockholder shall be liable in any such case to the extent but only to the extent that the loss, claim, damage or liability of the Underwriters results from an untrue statement or omission of a material fact contained in the preliminary prospectus or preliminary prospectus supplement which was identified in writing prior to the effective date of the registration statement to such Underwriter and corrected in the prospectus or prospectus supplement as then amended, and such correction would have cured the defect giving rise to such loss, claim, damage or liability. Notwithstanding the provisions of this Section 6(b), the aggregate liability of any Selling Stockholder under this Section 6(b) shall not exceed the proceeds (net of underwriting discounts but before expenses) received by such Selling Stockholder from the sale of Initial Securities under this Agreement. The Underwriters and the Company acknowledge that the statements specifically relating to each Selling Stockholder under the caption "Principal and Selling Stockholders" in the Prospectus constitute the only information furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement as originally filed or in any Marketing Materials amendment thereof, any related Preliminary or the Prospectus or in reliance upon and any amendment thereof or supplement thereto, as the case may be. This indemnity agreement will be in conformity with addition to any liability which the Selling Stockholders may otherwise have, including under this Agreement; PROVIDED, however, that in no event shall the aggregate liability of any Selling Stockholder Informationfor any breach of the representations and warranties contained in Section 1(b) (when combined with any liability under the indemnity above) exceed the proceeds (net of underwriting discounts but before expenses) received by such Selling Stockholder from the sale of Shares under this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that such Selling Stockholder will only be liable in any such case to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Selling Stockholder, it being understood and agreed that the information appearing in the table in the section entitled “Principal and Selling Stockholders” under the headings “Name of Beneficial Owner,” “Shares Beneficially Owned Prior to this Offering—Number,” “Shares to be Sold in the Offering,” “Shares Beneficially Owned After This Offering—Number,” Shares to be Sold in the Over-Allotment” and “Shares Beneficially Owned After this Offering with the Over-Allotment—Number” and in the footnote(s) related to such information pertaining to such Selling Stockholder Informationconstitute the only information concerning such Selling Stockholder furnished in writing to the Company by such Selling Stockholder for inclusion in any Registration Statement and Final Prospectus; provided, further, that the liability under this subsection of any Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointlyseverally, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made however, that a Selling Stockholder shall be subject to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made is based upon information provided by a Selling Stockholder to the Company for use in the Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, and provided, further, that, for purposes of this Agreement, the General Disclosure Package or parties hereto agree that the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with only information furnished to the Company by the Selling Stockholder InformationStockholders is the information set forth in the section entitled “Selling Stockholders” and provided, further, that the liability under this subsection of the Selling Stockholders shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to the Selling Stockholders from the sale of Securities sold by the Selling Stockholders hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make Underwriter through the statements Representative specifically for use therein, in it being understood and agreed that the light only such information furnished by any Underwriter consists of the circumstances under which they were madeinformation described as such in subsection (c) below; provided, not misleadingfurther, but that a Selling Stockholder shall only be subject to such liability to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made is based upon the Provided Information or contained in the Registration Statement (a representation or any amendment thereto) or warranty given by such Selling Stockholder in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package this Agreement or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon Custody Agreement; and in conformity with provided, further, that the liability under this subsection of each Selling Stockholder Informationshall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholder, Stockholders will severally and not jointly, agrees to jointly indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred, provided, however, that each 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company or such Underwriter by such Selling Stockholder expressly for use therein; provided, further, 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 (c) below; provided, further, that in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of proceeds received by such Selling Stockholder Informationafter underwriting commissions and discounts, but before expenses and taxes, from the sale of the Offered Shares they represent pursuant to this Agreement (with respect to each Selling Stockholder, such amount being referred to as such Selling Stockholder’s “Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment theretoIssuer Free Writing Prospectus (collectively, the “Offering Documents”), or arise out of or are based upon 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements thereinmisleading, in each case to the light of the circumstances under which they were made, not misleadingextent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder InformationInformation of such Selling Stockholder, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; 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 Offering 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 (c) below; provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder will, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made however, that each Selling Stockholder shall be subject to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance is based upon and in conformity with the written information provided by such Selling Stockholder Informationspecifically for use therein.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, Stockholder will severally and not jointly, agrees to jointly indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but that each Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the description of the Selling Stockholder Informationand its beneficial ownership of Company securities in the Initial Registration Statement or any subsequent prospectus approved by such Selling Stockholder under the heading “Principal and Selling Stockholders”; and, 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 expenses (the “Net Proceeds”), to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder will, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made however, that a Selling Stockholder shall be subject to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance is based upon and in conformity with the information provided by such Selling Stockholder Informationor contained in a representation or warranty given by such Selling Stockholder in this Agreement and 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 expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. (a) Each Selling StockholderStockholder agrees, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, from and against any and all losslosses, liabilityclaims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim, damage and expense whatsoever as incurred arising out of ) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or the caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, but only with reference to information relating to such Selling Stockholder furnished in writing by or arising out on behalf of any untrue statement or alleged untrue statement of a material fact included (A) such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment amendments or supplement supplements thereto). (b) In the event that any Underwriter or any person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act shall have properly made any request for indemnification pursuant to Section 8.1 and the Company (i) shall have failed to pay such amount or otherwise failed to satisfy its obligations set forth in Section 8.1 within 30 days of such request, or (Bii) shall be, in any Marketing Materialssuch indemnified party's reasonable judgment, including any roadshow unable or investor presentations made unwilling to investors by satisfy such obligations, each Selling Officer shall, severally and not jointly, promptly indemnify and hold harmless such indemnified party to the same extent as the Company (whether in person or electronically)shall be required to indemnify such indemnified party, or shall contribute to the omission amount paid or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order payable by such indemnified party to make the statements therein, same extent as the Company shall be required to contribute to such amount in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement event indemnification is unavailable or alleged untrue statement is insufficient as contemplated by Section 8.8 or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information8.9.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder will, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents each other Selling Stockholder and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act other Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (or at any amendment thereto)time, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, not misleading or arising (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact included (A) contained in any preliminary prospectusStatutory Prospectus as of any time, any Written Testing-the-Waters Communication, the Final Prospectus or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (arise out of or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or are based upon the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the foregoing indemnity shall only apply to the extent that any loss, claim, damage, liability or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or that is based upon any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information; provided further, that the aggregate liability of each Selling Stockholder pursuant to this subsection 8(b) shall not exceed the net proceeds (after deducting underwriting discounts and commissions, but without deducting expenses of the Company or the Selling Stockholders) received by such Selling Stockholder from the sale of the Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally jointly and not jointlyseverally, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Written Testing-the-Waters Communication or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder Informationspecifically for use therein, it being understood and agreed that the only such information furnished by –the—any Selling Stockholder consists of the following information: each Selling Stockholder’s name and corresponding share amounts set forth in the table of Selling Stockholders in the Registration Statement and Final Prospectus under the heading “Selling Stockholders” and each Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any amendment thereto), Written Testing-the-Waters Communication or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder Informationspecifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information: such Selling Stockholder’s name and corresponding share amounts set forth in the table of Principal and Selling Stockholders in the Registration Statement and Final Prospectus under the heading “Principal and Selling Stockholders” and such Selling Stockholder’s address. The liability of any Selling Stockholder pursuant to this subsection (b) shall not exceed the total net proceeds (before deducting expenses) received by such Selling Stockholder from the sale of the Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointlyin proportion to the number of shares of Securities to be sold by each of them pursuant to this Agreement, agrees agree to indemnify and hold harmless each Underwriter, its Affiliates and selling agents Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, to the extent and in the manner set forth in clauses (i), (ii) and (iii), as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever whatsoever, as incurred incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package prospectus or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, but only liability, claim, damage and expense whatsoever, as incurred, to the extent that of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made in omission; provided that (subject to Section 6(e) below) any such settlement is effected with the Registration Statement written consent of the Selling Stockholders; and (or iii) against any amendment theretoand all expense whatsoever, as incurred (including, subject to Section 6(d) or in any preliminary prospectus, any Issuer Free Writing Prospectushereof, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon reasonable fees and in conformity with the Selling Stockholder Information.disbursements of counsel chosen by Merrill

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that (i) 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials 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 (c) below, (ii) no Selling Stockholder shall be responsible, either pursuant to this Section 8(b) or for contribution pursuant to Section 8(e) for losses, damages, expenses, liabilities or claims arising out or based upon information other than such Selling Stockholder’s Selling Stockholder Information, and (iii) in any event, no Selling Stockholder shall be responsible in the aggregate, pursuant to this Section 8(b) or Section 8(e), for losses, damages, expenses, liabilities or claims for an amount in excess of the aggregate net proceeds received by such Selling Stockholder with respect to the Offered Securities sold by such Selling Stockholder to the Underwriters pursuant hereto after deduction of underwriting commissions and discounts but before out-of-pocket expenses (“Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each The Quantum Selling Stockholders, jointly and severally as between the Quantum Selling Stockholders and severally and not jointly with respect to the Holdings Selling Stockholder, and the Holdings Selling Stockholder severally and not jointlyjointly with respect to the Quantum Selling Stockholders, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time or any amendment thereto), arise out of or are based upon the omission or alleged omission therefrom of a any material fact required to be stated therein in the Registration Statement or necessary to make the statements therein in the Registration Statement not misleading misleading, or arising out of are based upon any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements thereinstatements, in light of the circumstance under which they were made, not misleading in any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact necessary to make the statements in any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances under which they were made, not misleading, but and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however that (i) the Quantum Selling Stockholders shall be subject to such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made is based upon information provided by the Quantum Selling Stockholders, it being understood and agreed that the only such information furnished by the Quantum Selling Stockholder consists of the following information in the Registration Statement Final Prospectus furnished on behalf of the Quantum Selling Stockholders: the legal name, address and the number of shares of Securities owned by such Quantum Selling Stockholders, and the other information with respect to such Quantum Selling Stockholders (or any amendment theretoexcluding percentages) or which appears in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or table (and corresponding footnotes) under the Prospectus caption “Principal and Selling Stockholders,” and (or any amendment or supplement theretoii) or in any Marketing Materials in reliance upon and in conformity with the Holdings Selling Stockholder Informationshall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is based upon information provided by the Holdings Selling Stockholder, it being understood and agreed that the only such information furnished by the Holdings Selling Stockholder consists of the following information in the Final Prospectus furnished on behalf of the Holdings Selling Stockholder: the legal name, address and the number of shares of Securities owned by such Holdings Selling Stockholder, and the other information with respect to such Holdings Selling Stockholder (excluding percentages) which appears in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders,” and (iii) the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholder, Stockholders will severally and not jointly, agrees to jointly indemnify and hold harmless each UnderwriterIndemnified Party, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in any part of (i) any Statutory Prospectus as of any time, the Registration Statement (Final Prospectus, any Issuer Free Writing Prospectus or any amendment thereto)Written Testing-the-Waters Communication, or arise out of or are based upon 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements thereinmisleading, in the light of the circumstances under which they were made, and (ii) any Registration Statement at any time, 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, but and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that a Selling Stockholder shall be subject to such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made is based upon information provided by such Selling Stockholder for use in the Registration Statement (or any amendment thereto) or in any preliminary prospectusStatement, Statutory Prospectus, Final Prospectus, any Issuer Free Writing ProspectusProspectus or any Written Testing-the-Waters Communication, which information we understand to be the General Disclosure Package information relating to such Selling Stockholder included under the heading “Security Ownership of Certain Beneficial Owners, Management and Selling Stockholders,” or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon Custody Agreement; and in conformity with provided, further, that the liability under this subsection of each Selling Stockholder Informationshall be limited to an amount equal to the aggregate proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each WS Selling Stockholder, Stockholder severally and not jointlyjointly with the other WS Selling Stockholders, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time or any amendment thereto), arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or arising (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact included (A) contained in any preliminary prospectusStatutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (arise out of or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or are based upon the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred, in each case promptly upon receipt of an invoice regarding such expense; provided, however, that a Selling Stockholder shall be subject to such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made is based upon information provided by such Selling Stockholder, it being understood and agreed that the only such information provided by any Selling Stockholder consists of the following information in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, Final Prospectus furnished on behalf of each Selling Stockholder: the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the information relating to such Selling Stockholder Informationunder the caption “Principal and Selling Stockholders”; provided, further, that the liability under this Section 8(b) of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. (a) Each Selling StockholderStockholder agrees, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents Underwriter and each person, if any, who controls “controls” any Underwriter within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, from and against any and all losslosses, liabilityclaims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim, damage and expense whatsoever as incurred arising out of ) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or the caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, but only with reference to information relating to such Selling Stockholder furnished in writing by or arising out on behalf of any untrue statement or alleged untrue statement of a material fact included (A) such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment amendments or supplement supplements thereto). (b) In the event that any Underwriter or any person, if any, who “controls” any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act shall have properly made any request for indemnification pursuant to Section 8.1 and the Company (i) shall have failed to pay such amount or otherwise failed to satisfy its obligations set forth in Section 8.1 within 30 days of such request, or (Bii) shall be, in any Marketing Materialssuch indemnified party’s reasonable judgment, including any roadshow unable or investor presentations made unwilling to investors by satisfy such obligations, each Selling Officer shall, severally and not jointly, promptly indemnify and hold harmless such indemnified party to the same extent as the Company (whether in person or electronically)shall be required to indemnify such indemnified party, or shall contribute to the omission amount paid or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order payable by such indemnified party to make the statements therein, same extent as the Company shall be required to contribute to such amount in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement event indemnification is unavailable or alleged untrue statement is insufficient as contemplated by Section 8.8 or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information8.9.

Indemnification of Underwriters by Selling Stockholders. Each The Selling Stockholder, severally and not jointly, agrees to Stockholders will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any amendment thereto)Testing-the-Waters Writing, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make Underwriter through the statements Representatives specifically for use therein, in it being understood and agreed that the light only such information furnished by any Underwriter consists of the circumstances under which they were madeinformation described as such in subsection (c) below; provided further, not misleadinghowever, but that (i) each Non-Solera Selling Stockholder shall be subject to such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in is based upon the Registration Statement Non-Solera Selling Stockholder Information furnished by or on behalf of such Non-Solera Selling Stockholder and (or any amendment theretoii) or in any preliminary prospectusthe liability of each Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, any Issuer Free Writing Prospectusbut before expenses, to such Selling Stockholder from the General Disclosure Package or the Prospectus sale of Offered Securities sold by such Selling Stockholder hereunder (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholder InformationStockholders set forth in this Section 8(b) shall be several and not joint; provided, however, that such obligations of the Solera Selling Stockholders shall be joint and several between each such Solera Selling Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of any this provision with respect to the above as such expenses are incurred; provided, however, that (1) each Selling Stockholder’s indemnity in this paragraph shall apply only to the extent that the untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was from any of such documents is made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials 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 in the Registration Statement, the General Disclosure Package, the Final Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder InformationInformation and (2) the liability of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting discounts and commissions, but before expenses, to such Selling Stockholder from the sale of the Offered Securities sold by such indemnifying Selling Stockholder pursuant to this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally jointly and not jointlyseverally, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement (at any time, any Statutory Prospectus at any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made however, that such Selling Stockholder shall be subject to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but such liability only to the extent that such the untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance is based upon and in conformity with the Selling Stockholder InformationInformation and provided, further, that the liability under this subsection (b) of such Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of the Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. (a) Each Selling StockholderStockholder agrees, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, from and against any and all losslosses, liabilityclaims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim, damage and expense whatsoever as incurred arising out of ) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereof, any preliminary prospectus, the Time of Sale Disclosure Package, the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or the any Issuer-Represented Free Writing Prospectus, or caused by any omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only with reference to information relating to such Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use therein. (b) Subject to the procedures set forth in Section 8.3(c), each of the Selling Stockholders shall, jointly and severally, indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by a breach of any of the representations and warranties of the Company contained in Article I of this Agreement. (c) In the event that any Underwriter or any person, if any, who "controls" any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act shall have properly and in good faith made any request for indemnification pursuant to Section 8.1 and the Company (i) shall have failed to pay such amount or otherwise failed to satisfy its obligations set forth in Section 8.1 within 30 days of such request, or (ii) shall be, in such indemnified party's bona fide and reasonable judgment, financially, legally or otherwise unable to satisfy such obligations, each of the Selling Stockholders shall, jointly and severally, promptly indemnify and hold harmless such indemnified party to the same extent that as the Company shall be required to indemnify such untrue statement indemnified party, or alleged untrue statement shall contribute to the amount paid or omission or alleged omission was made payable by such indemnified party to the same extent as the Company shall be required to contribute to such amount in the Registration Statement (event indemnification is unavailable or any amendment thereto) is insufficient as contemplated by Sections 8.7 or in any preliminary prospectus, any Issuer Free Writing Prospectus, 8.8. In the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with event that the Selling Stockholder InformationStockholders incur any costs or expenses pursuant to the terms of Section 8.3(b), (i) the Company shall be obligated to reimburse the Selling Stockholders for such costs and expenses and (ii) the Selling Stockholders shall have full rights and remedies to seek such reimbursement.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents Underwriter and each person, if any, who controls any each Underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act and their respective officers, directors, employees, affiliates and selling agents against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus (taken together with the Disclosure Package), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Preliminary Prospectus or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing the Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made), not misleadingin each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto) , or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any such amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-3; and will reimburse such Underwriter 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 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 or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriters expressly for use therein; provided, further, that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of (i) the number of Securities sold by such Selling Stockholder and (ii) the per share net proceeds to the Selling Stockholder Informationas set forth in the Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that each Selling Stockholder will only be liable, in any case, to the extent that any such loss, claim, damage or liability arises out of any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information is the Selling Stockholder Information; provided, further, 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 (c) below; 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 expenses being borne by such Selling Stockholder, if any, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder will, severally and not jointly, agrees to indemnify indemnify, defend and hold harmless each UnderwriterUnderwriter against any losses, its Affiliates and selling agents and each personclaims, if anydamages or liabilities, who controls any joint or several, to which such Underwriter within may become subject, under the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act against any and all lossotherwise, liabilityinsofar as such losses, claimclaims, damage and expense whatsoever as incurred arising damages or liabilities (or actions in respect thereof) arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (Statement, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectuswith respect to the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, but only with respect to the extent that such untrue statement statements or omissions, or alleged untrue statement statements or omission or alleged omission was omissions, made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the information relating to such Selling Stockholder Informationspecifically furnished by such Selling Stockholder to the Company for use therein, which shall consist solely of the statements set forth under the caption “Principal and Selling Stockholders” in the General Disclosure Package and the Prospectus. The liability of each Selling Stockholder under the indemnity agreement contained in this Section 7(b) shall be limited to an amount equal to the proceeds (net of underwriting discounts and concessions, but before deducting other expenses) received by the Selling Stockholder from the sale of the Option Securities sold by such Selling Stockholder under this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and their respective officers, directors, and employees, against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Underwriter, control person, officer, director or employee may become subject, under the 1933 Act or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of any or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, any Issuer Free Writing Prospectus (when taken together with the General Disclosure Package), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or arise out of or are based upon 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleadingin each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the General Disclosure Package and the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-1; and will reimburse each Underwriter, control person, officer, director or employee for any legal or other expenses reasonably incurred by such Underwriter, control person, officer, director or employee in connection with investigating or defending any such action or claim as such expenses are incurred; 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 or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus), including the 430A Information, the General Disclosure Package, any Issuer Free Writing Prospectus, Prospectus (when taken together with the General Disclosure Package or Package), the Prospectus (or any amendment or supplement thereto) or in any the Marketing Materials in reliance upon and in conformity with the Underwriter Information; provided, further, that the liability of a Selling Stockholder Informationpursuant to this subsection (b) shall not exceed the product of (i) the number of shares of Common Stock sold by such Selling Stockholder and (ii) the per share net proceeds to the Selling Stockholder as set forth in the Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, a “Selling Stockholder Indemnified Party”), from and against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or (ii) 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 arising out (in the case of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, but and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission or alleged untrue statement or omission and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however that each Selling Stockholder shall only be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based on an untrue statement or alleged untrue statement in or omission or alleged omission was from any of such documents made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder Information; and provided, further that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses), to such Selling Stockholder from the sale of Optional Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, a “Stockholder Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Stockholder Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Stockholder Indemnified Party in connection with investigating, preparing or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Stockholder Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)however, or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but that each Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in the Registration Statement (Statement, any Statutory Prospectus, the Final Prospectus or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder InformationInformation provided by such Selling Stockholder; provided, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Net Proceeds”); provided, further, 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 (c) below.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally jointly and not jointlyseverally, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage joint or several, to which such Indemnified Party may become subject, under the Act, the Rules and expense whatsoever Regulations, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made to investors by however, that the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but foregoing indemnity shall only apply to the extent that such any loss, claim, damage, liability or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission was made in based on information furnished by such Selling Stockholder; provided further, that the Registration Statement (or any amendment thereto) or Selling Stockholders will not be liable in any preliminary prospectussuch 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 Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder InformationCompany by any Underwriter through the Representative 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 (c) below.

Indemnification of Underwriters by Selling Stockholders. (i) Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its their respective Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(1)(i), (ii) and (iii) above and in Section 6(e); provided, however, that, notwithstanding any other provisions herein, the liability of any Selling Stockholder under Section 6 and 7 hereof shall not exceed the product of the number of Securities sold by such Selling Stockholder and the public offering price of the Securities as set forth in the Prospectus; provided further, however, that in the case of any Selling Stockholder this indemnity agreement shall only apply to any loss, liability, claim, damage or expense if such loss, liability, claim, damage or expense arises out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder for use in the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Free Writing Prospectus, in each case relating specifically to the Common Stock to be sold by that Selling Stockholder (in the case of NASD such information shall be limited to information as set forth in the NASD Letter); and (ii) NASD agrees to indemnify and hold harmless each Underwriter, their respective Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act from and against any and all loss, liability, claim, damage and expense whatsoever as (including, without limitation, any legal or other expenses reasonably incurred arising out in connection with defending, investigating or settling any such action or claim) caused by the failure of any untrue statement or alleged untrue statement Invitee to pay for and accept delivery of a material fact contained in the Registration Statement (or Reserved Securities which have been orally confirmed for purchase by any amendment thereto), 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 arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors Invitee by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light end of the circumstances under which they were made, not misleading, but only to first business day after the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in date of the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder InformationAgreement.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto), Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders shall only be liable pursuant to this Section 8(b) with respect to any losses, claims, damages or liabilities, that arise out of of, or are based upon, any untrue statement or omission or alleged untrue statement of a material fact included (A) or omission made in reliance upon and in conformity with any preliminary prospectus, any Issuer Free Writing Prospectuswritten information furnished to the Company by such Selling Stockholder for use in the Registration Statement, the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus or any General 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 Statutory Prospectus, the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus is the information relating to such Selling Stockholder set forth in the table set forth in the Principal and Selling Stockholder section of any of the foregoing); provided, further, however, that the Selling Stockholders will not be liable in any Marketing Materials 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 expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. Notwithstanding anything to the contrary herein, the indemnity provided by each Selling Stockholder Informationunder this subsection (b) shall be limited to an amount equal to the aggregate gross proceeds received by such Selling Stockholder after deducting underwriting commissions and discounts, but before deducting expenses, from the sale of Offered Securities sold by such Selling Stockholder under this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, a “Stockholder Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Stockholder Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Stockholder Indemnified Party in connection with investigating, preparing or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Stockholder Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically)however, or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but that each Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in the Registration Statement (Statement, any Statutory Prospectus, the Final Prospectus or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Selling Stockholder InformationInformation provided by such Selling Stockholder, it being understood and agreed that the only such information so furnished by such Selling Stockholder consists of (i) the legal name, address and the number of Securities owned by such Selling Stockholder, (ii) the other information (excluding percentages) with respect to such Selling Stockholder which appear in the table (and corresponding footnotes) under the caption “Selling Stockholders” in the Initial Registration Statement, the Additional Registration Statement (if any), the Final Prospectus and the General Disclosure Package and (iii) the information with respect to such Selling Stockholder (if any) or an affiliate of such Selling Stockholder which appears under the caption “Executive Officers and Directors” in the Initial Registration Statement, the Additional Registration Statement (if any), the Final Prospectus and the General Disclosure Package; provided, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Net Proceeds”); provided, further, 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 (c) below.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally severally, and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls any each Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act (each, an “Indemnified Party”), against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials 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 (c) below; and provided, further, that (i) a Selling Stockholder Informationother than the Management Selling Stockholder will be liable 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 or alleged omission from any of such documents based upon written information furnished to the Company by such Selling Stockholder, and (ii) the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the aggregate proceeds received after underwriting commissions and discounts, but before expenses, from the sale of Offered Securities by such Selling Stockholder pursuant to this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any amendment thereto)the General Disclosure Package, or arise out of or are based upon the omission or the alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements thereinmisleading, in each case to the light of the circumstances under which they were made, not misleadingextent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with written information furnished to the Representatives by or on behalf of such Selling Stockholder Informationspecifically for use therein, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission or any such alleged untrue statement or omission as such expenses are incurred. The liability of such Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the proceeds received by such Selling Stockholder from the sale of Offered Shares in the public offering (before payment of fees and expenses but after deducting underwriting discounts and commissions).

Indemnification of Underwriters by Selling Stockholders. Each The Selling StockholderStockholders, severally and not jointly, agrees to will indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that 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 any or is based upon an untrue statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any Marketing Materials, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement (or from any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Selling Stockholder Informationany Underwriter through the Representatives specifically for use therein, it being understood and agreed that the information appearing on the table in the section entitled “Principal and Selling Stockholders” and in the footnotes related to such information pertaining to such Selling Stockholder constitute the only information concerning such Selling Stockholder furnished in writing to the Company by such Selling Stockholder for inclusion in the Registration Statement and Final Prospectus; provided, further, that the liability under this subsection of any Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Offered Securities sold by such Selling Stockholder hereunder.

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, Stockholder will severally and not jointly, agrees to jointly indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Indemnified Party against any and all losslosses, liabilityclaims, claimdamages or liabilities, damage and expense whatsoever joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as incurred arising such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto)Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse each Indemnified Party for any legal or arising out of other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any untrue statement loss, claim, damage, liability, action, litigation, investigation or alleged untrue statement of proceeding whatsoever (whether or not such Indemnified Party is a material fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement party thereto), whether threatened or (B) commenced, and in any Marketing Materialsconnection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but that each Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in the any part of any Registration Statement (at any time, any Statutory Prospectus as of any time, the Final Prospectus or any amendment thereto) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the description of the Selling Stockholder Informationand its beneficial ownership of Company securities in the Initial Registration Statement or any subsequent prospectus approved by such Selling Stockholder under the heading “Principal and Selling Stockholders”; and, 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 expenses (the “Net Proceeds”), to such Selling Stockholder from the sale of Offered Securities, Firm Warrants and/or Optional Warrants sold by such Selling Stockholder hereunder.