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

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, shall indemnify and hold harmless each Underwriter Indemnified Party, against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which that Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, 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, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 of the Selling StockholdersStockholder will, severally and not jointly, shall indemnify and hold harmless each Underwriter Underwriter, each other Selling Stockholder and each other Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any 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) part of the Rules and Regulations, the Registration Statement, the ProspectusStatement at any time, or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, any Written Testing-the-Waters Communication, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in 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 each case 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 the 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 reliance that is based upon and in conformity with its any Selling Stockholder Information; provided further, and shall reimburse, pro rata with all other indemnifying parties based on that 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 pursuant to this subsection 8(b) shall be limited to an amount equal to not exceed the aggregate gross net proceeds (after deducting underwriting commissions discounts and discountscommissions, but before expenses, to without deducting expenses of the Company or the Selling Stockholders) received by such Selling Stockholder from the sale of Shares the Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary 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 Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate liability under this Section 7(b) of each ; provided, however, that the Selling Stockholder shall Stockholders will only be limited to an amount equal liable in any such case to the aggregate gross proceeds after underwriting commissions 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 discounts, but before expenses, in conformity with written information furnished to the Company by any such Selling Stockholder from specifically for use therein, it being understood and agreed that the sale of Shares sold only such information furnished by such any Selling Stockholder hereunder (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 Stockholder Proceeds”)Stockholders” and each Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of the Registration Statement at any time, any Issuer Free Writing Prospectus, Statutory Prospectus as of any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulationstime, the Registration Statement, the Prospectus, Final Prospectus or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; 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 under this Section 7(b) arises out of each 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 the Selling Stockholder shall be limited to an amount equal Information furnished to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to Company by any such Selling Stockholder from the sale of Shares sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)specifically for use therein.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary ProspectusRegistration Statement at any time, any Statutory Prospectus at any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 each case 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 the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with its Selling Stockholder InformationInformation or contained in a representation or warranty given by such Selling Stockholder in this Agreement and provided, and shall reimbursefurther, pro rata with all other indemnifying parties based on that 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) 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 Shares Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally severally, and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 each case 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 liability only to the extent that the untrue statement or alleged untrue statement in or omission or alleged omission was from any of such documents is made in reliance upon and in conformity with its written information provided by such Selling Stockholder Informationspecifically for use therein, it being understood and shall reimburse, pro rata with all other indemnifying parties based 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 aggregate number of shares of Stock sold hereunder, each Underwriter Indemnified Party promptly upon demand for information relating to such Selling Stockholder under the caption “Principal and Selling Stockholders” in any legal Statutory Prospectus or other expenses reasonably incurred by the Final Prospectus; provided further 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 the 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 discounts and discountscommissions, but before expenses, to such Selling Stockholder from the sale of Shares the Offered Securities sold by such indemnifying Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the General Disclosure Package or the Final Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with its the Selling Stockholder Information, ; and shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, will reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate liability under this Section 7(b) 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 an amount equal to the aggregate gross proceeds net proceeds, after underwriting commissions and discounts, discounts but before expenses, to such Selling Stockholder from the sale of Shares sold deducting expenses received by such Selling Stockholder hereunder (Stockholder, from the “offering of the Offered Securities purchased under the Agreement received by such Selling Stockholder Proceeds”)Stockholder, as set forth in the table on the cover page of the Final Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon the omission or the 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus in the light of the circumstances under which they were made) not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with its written information furnished to the Representatives by or on behalf of the Selling Stockholder Informationspecifically 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 Statutory Prospectus or the Final Prospectus, and shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, will reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; provided, however, that the Selling Stockholders will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided further, however, that the liability under this Section 7(b) subsection of each the Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before expenses, to such the Selling Stockholder from the sale of Shares the Offered Securities sold by such the Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall Stockholders will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 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, however, that (i) each case Non-Solera Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with its the Non-Solera Selling Stockholder Information, Information furnished by or on behalf of such Non-Solera Selling Stockholder and shall reimburse, pro rata with all other indemnifying parties based on (ii) 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 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 Shares Offered Securities sold by such Selling Stockholder hereunder (the with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Selling Stockholder Net Proceeds”). The obligations of the Selling Stockholders 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 of the The Selling Stockholders, severally jointly and not jointlyseverally, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Selling Stockholders Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Selling Stockholders Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with its written information furnished to the Company by Misys specifically for use therein, which information consists of the disclosure identified in Schedule E hereto (the “Selling Stockholder Information”), and shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, will reimburse each Underwriter Selling Stockholders Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter such Selling Stockholders 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, litigation, investigation or proceedingproceeding 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 fees and 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 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 aggregate liability of the Selling Stockholders under the indemnity agreement contained in this Section 7(bsubsection (c) of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, price paid to such the Selling Stockholder from the sale Stockholders pursuant to Section 3 of Shares sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus, Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the ProspectusWritten Testing-the-Waters Communication, or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The ; provided, however, that the aggregate liability under this Section 7(b) of each Selling Stockholder under this Section 8(b) and Section 8(e) shall be limited to an amount equal to the aggregate gross proceeds net proceeds, after deducting underwriting commissions and discounts, discounts but before deducting any other expenses, to received by such Selling Stockholder from the sale of Shares Offered Securities sold hereunder by such Selling Stockholder hereunder (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 from any 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 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 of the The Selling Stockholdersstockholders, severally and not jointly, jointly shall indemnify and hold harmless each Underwriter Indemnified Party, against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which that Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, 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, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, 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 or document incorporated by reference thereinthereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with its written information provided to the Company by or on behalf of a Selling Stockholder Informationstockholder specifically for inclusion therein, and shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, 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. The aggregate This indemnity agreement is not exclusive and will be in addition to any liability which the Selling stockholders might have under this Section 7(b) of 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 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”)Underwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholdersStockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary 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 Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; 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 under this Section 7(b) arises out of each 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 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 gross proceeds after Purchase Price (less underwriting discounts and commissions and discounts, but before deducting expenses, to such Selling Stockholder from ) of the sale of Shares Firm Securities sold by such Selling Stockholder hereunder (the “under this Agreement less any amounts that such Selling Stockholder Proceeds”)is obligated to pay under subsection (e) below.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally jointly and not jointlyseverally, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Selling Stockholders Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Selling Stockholders Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with its written information furnished to the Company by Misys specifically for use therein, which information consists of the disclosure identified in Schedule G hereto (the “Selling Stockholder Information”), and shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, will reimburse each Underwriter Selling Stockholders Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter such Selling Stockholders 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, litigation, investigation or proceedingproceeding 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 fees and 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 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 aggregate liability of the Selling Stockholders under the indemnity agreement contained in this Section 7(bsubsection (c) of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, price paid to such the Selling Stockholder from the sale Stockholders pursuant to Section 3 of Shares sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholdersStockholders severally, severally and not jointly, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of Prospectus taken together with the Rules and Regulations, the Registration Statement, the ProspectusGeneral Disclosure Package, or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading 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, but 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, (i) each case Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was is made in reliance upon and in conformity with its the Selling Stockholder Information, Information 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 shall reimburse, pro rata with all other indemnifying parties based on (ii) 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) subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds (after underwriting commissions deducting the underwriters’ commission and discounts, discount but before deducting expenses, ) to such Selling Stockholder from the sale of Shares Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, shall Stockholder will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 each case 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 such Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with its the Selling Stockholder InformationInformation and provided, and shall reimbursefurther, pro rata with all other indemnifying parties based on that 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(bsubsection (b) of each 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 Shares the Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Selling Stockholder Indemnified Party”), from and against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Selling Stockholder Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or 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, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such Selling Stockholder 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; 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 from any of such documents made in reliance upon and in conformity with such Selling Stockholder Information provided by such Selling Stockholder; and provided, further that the liability under this Section 7(b) subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses), to received by such Selling Stockholder from the sale of Shares Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and but not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; 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 under this Section 7(barises 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) of below; and provided further, that each Selling Stockholder shall will be limited to an amount equal liable in any such case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance on and in conformity with the Selling Stockholder Information; provided further, that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the aggregate gross proceeds received after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold Offered Securities by such Selling Stockholder hereunder pursuant to this Agreement (the “with respect to each Selling Stockholder Stockholder, such amount being referred to herein as such Selling Stockholder's "Net Proceeds”").

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; 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 under this Section 7(barises 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) of each below, (ii) no Selling Stockholder shall be limited 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 equal to in excess of the aggregate gross net proceeds after underwriting commissions and discounts, but before expenses, to received by such Selling Stockholder from with respect to the sale of Shares Offered Securities sold by such Selling Stockholder hereunder to the Underwriters pursuant hereto after deduction of underwriting commissions and discounts but before out-of-pocket expenses (the “Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 each case 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 shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with its the Selling Stockholder Information; and provided, and shall reimbursefurther, pro rata with all other indemnifying parties based on that 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) subsection of each 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 Shares Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholdersStockholder will, severally and not jointly, shall indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 each case Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with 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 written information provided by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)specifically for use therein.

Indemnification of Underwriters by Selling Stockholders. Each of the The Quantum Selling Stockholders, jointly and severally as between the Quantum Selling Stockholders and severally and not jointlyjointly with respect to the Holdings Selling Stockholder, shall and the Holdings Selling Stockholder severally and not jointly with respect to the Quantum Selling Stockholders, will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, 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 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 any material fact contained in any part of any Registration Statement at any time or arise out of or are based upon the omission of any material fact required to be stated in the Registration Statement or necessary to make the statements in the Registration Statement not misleading, or are based upon any untrue statement of a material fact necessary in order to make the statements, 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, 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, expense or liability whatsoever (or any liability, action, litigation, investigation or proceeding in respect thereofwhatsoever (whether or not such Indemnified Party is a party thereto), joint whether threatened or severalcommenced, and in connection with the enforcement of this provision with respect to which that Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar above as such lossexpenses are incurred; provided, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon however that (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 the Quantum Selling Stockholders shall be subject to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon information provided by the Quantum Selling Stockholders, it being understood and in conformity with its agreed that the only such information furnished by the Quantum Selling Stockholder Informationconsists of the following information in the Final Prospectus furnished on behalf of the Quantum Selling Stockholders: the legal name, address and shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunderSecurities owned by such Quantum Selling Stockholders, each Underwriter Indemnified Party promptly and the other information with respect to such Quantum Selling Stockholders (excluding percentages) which appears in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders,” and (ii) the Holdings Selling Stockholder shall 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 demand for any 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 or name, address and the number of shares of Securities owned by such Holdings Selling Stockholder, and the other expenses reasonably incurred by that Underwriter Indemnified Party information with respect to such Holdings Selling Stockholder (excluding percentages) which appears 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 the table (and expenses are incurred. The aggregate corresponding footnotes) under the caption “Principal and Selling Stockholders,” and (iii) the liability under this Section 7(b) 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 Shares Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally jointly and not jointlyseverally, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary 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 Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate liability under this Section 7(b) of each ; provided, however, that the Selling Stockholder shall Stockholders will only be limited to an amount equal liable in any such case to the aggregate gross proceeds after underwriting commissions 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 discounts, but before expenses, in conformity with written information furnished to the Company by any such Selling Stockholder from specifically for use therein, it being understood and agreed that the sale of Shares sold only such information furnished by such –the—any Selling Stockholder hereunder (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 Stockholder Proceeds”)Stockholders” and each Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholdersStockholder will, severally and not jointly, shall indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the ProspectusWritten Testing-the-Waters Communication, or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 each case 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 the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with its information provided by such Selling Stockholder Informationor contained in a representation or warranty given by such Selling Stockholder in this Agreement and provided, and shall reimbursefurther, pro rata with all other indemnifying parties based on that 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) 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 Shares Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, shall Stockholder will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectus, part of any Issuer Free Writing Prospectus, Registration Statement at any “issuer information” filed time or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any “road show” used in connection with the offering, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each case 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 the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with its the Selling Stockholder Information, Information and shall reimburse, pro rata with all other indemnifying parties based on (ii) 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 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 Shares Offered Securities sold by such Selling Stockholder hereunder (the with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Selling Stockholder 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 Xxxxxx X. Xxxxxxxx Revocable Trust, The 2007 Xxxxxxxx Family GST Trust u/t/a/ 6/1/2007, the JH GST Trust u/t/a 5/1/2007, the Xxxxxxx Xxxxxxxx 2013 Irrevocable Exempt Trust for Xxxxx X. Xxxxxxxxxx and the Xxxxxxx Xxxxxxxx 2013 Irrevocable Exempt Trust for Xxxxxxxx X. Xxxxxxxx (collectively, the “Xxxxxxxx Selling Stockholders”) shall be joint and several between each such Xxxxxxxx Selling Stockholder and (y) such obligations of Xxxxxxx Xxxx and The Xxxx Family GST Trust (together, the “Xxxx Selling Stockholders”) shall be joint and several between each such Xxxx Selling Stockholder.]

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Stockholder Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but and will reimburse each Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Stockholder 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 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 each case Selling Stockholder shall be liable only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission was has been made in the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with its the Selling Stockholder InformationInformation provided by such Selling Stockholder; provided, and shall reimburse, pro rata with all other indemnifying parties based on that 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) 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 Shares 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 of the The Selling Stockholders, severally jointly and not jointlyseverally, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Rules and Regulations, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 each case 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 the 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 based on information furnished by such Selling Stockholder; 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 its Selling Stockholder Informationwritten information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and shall reimburse, pro rata with all other indemnifying parties based on agreed that the aggregate number only such information furnished by any Underwriter consists 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, the information described as such fees and expenses are incurred. The aggregate liability under this Section 7(bin subsection (c) 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”)below.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling StockholdersStockholders severally, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The ; 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 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 such Selling Stockholder specifically 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 under pursuant to this Section 7(b8(b) of each Selling Stockholder shall be limited to an amount equal to not exceed the aggregate gross amount of net proceeds (after deducting underwriting commissions discounts and discounts, commission but before deducting expenses, to ) received by such Selling Stockholder from the sale of Shares sold by such its Offered Securities hereunder. Provided further, that no Selling Stockholder hereunder 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 (the “Selling Stockholder Proceeds”)c) below.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an "Indemnified Party"), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 each case 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 with respect to a Non-Management Selling Stockholder, such Non-Management Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with its written information provided by such Non-Management Selling Stockholder Informationor contained in a representation or warranty given by such Non-Management Selling Stockholder in this Agreement or the Custody Agreement and provided, and shall reimbursefurther, pro rata with all other indemnifying parties based on that 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) subsection of each a 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 Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter Indemnified Partywithin the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary 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 Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate liability under this Section 7(b) of each ; provided, however, that a Selling Stockholder shall will only be limited to an amount equal liable in any such case to the aggregate gross proceeds after underwriting commissions 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 discounts, but before expenses, in conformity with written information furnished to the Company by any such Selling Stockholder from specifically for use therein, it being understood and agreed that the sale of Shares sold only such information furnished by such any Selling Stockholder hereunder (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 Stockholder Proceeds”)Stockholders” and each Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholdersStockholder will, severally and not jointly, shall indemnify indemnify, defend and hold harmless each Underwriter Indemnified Party, against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that such Underwriter Indemnified Party may become subject, under the Securities 1933 Act or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectusthe Registration Statement, the Prospectus or 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, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materialsthereto, or (ii) arise out of or are based upon 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 or document incorporated by reference therein, therein a material fact required to be stated therein or necessary to make the statements therein (with respect to the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Marketing Materials, in light of the circumstances under which they were made) not misleading, but in each case only with respect to the extent that the untrue statement statements or omissions, or alleged untrue statement statements or omission or alleged omission was omissions, made in reliance upon and in conformity with its 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 shall reimburse, pro rata with all other indemnifying parties based on Selling Stockholders” in 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 General Disclosure Package and expenses are incurredthe Prospectus. The aggregate liability of each Selling Stockholder under the indemnity agreement contained in this Section 7(b) of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after (net of underwriting commissions discounts and discountsconcessions, but before deducting other expenses, to such ) received by the Selling Stockholder from the sale of Shares the Option Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)under this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally severally, and not jointly, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls each Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; 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 under this Section 7(barises 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) of each below; and provided, further, that (i) a Selling Stockholder shall other than the Management Selling Stockholder will be limited to an amount equal 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 gross proceeds received after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold Offered Securities by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)pursuant to this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholdersStockholder, severally and not jointly, shall in proportion to the number of Offered Securities to be sold by such Selling Stockholder hereunder, will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with its the Selling Stockholder Information, and shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, will reimburse each Underwriter Indemnified Party promptly upon demand for any reasonable and documented legal or other expenses reasonably incurred by that Underwriter such Indemnified Party in connection with investigating or investigating, preparing to defend or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability, action, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; provided, however, that the liability under this Section 7(b) of each Selling Stockholder under this Section 8(b) and Section 8(e) below 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 Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders, Stockholder will severally and not jointly, shall jointly indemnify and hold harmless each Underwriter Indemnified Party, against any and all losses, claims, damages or liabilities, 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 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 any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein (with respect to any Registration Statement) or necessary to make the statements therein, in light of the circumstances in which they were made (with respect to any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus), 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, expense or liability whatsoever (or any liability, action, litigation, investigation or proceeding in respect thereofwhatsoever (whether or not such Indemnified Party is a party thereto), joint whether threatened or severalcommenced, and in connection with the enforcement of this provision with respect to which any of the above as such expenses are incurred; provided, however, that Underwriter Indemnified Party may become subject, under each Selling Stockholder will not be liable in any such case to the Securities Act or otherwise, insofar as extent that any such loss, claim, damage, expense, liability, action, investigation damage or proceeding liability arises out of or is based upon (i) any an 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, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) the omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to state 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 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, but in each such case only to the extent that the 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 Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with its 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, and shall reimbursefurther, pro rata with all other indemnifying parties based on however, that the aggregate number amount 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 Selling Stockholder’s liability under this Section 7(b9(b) of each Selling Stockholder shall be limited to an amount equal to not exceed the aggregate gross amount of net proceeds (after underwriting commissions and discounts, but before deducting expenses, to ) received by such Selling Stockholder from the Underwriters for the sale of Shares sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)its Offered Securities hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholdersStockholder will, severally and not jointly, shall indemnify and hold harmless each Underwriter Underwriter, each other Selling Stockholder and each other Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectus, part of any Issuer Free Writing Prospectus, Registration Statement at any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectustime, or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein, not misleading or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, any Written Testing-the-Waters Communication, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in 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 each case 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 the 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 reliance that is based upon and in conformity with its any Selling Stockholder Information; provided further, and shall reimburse, pro rata with all other indemnifying parties based on that 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 pursuant to this subsection 8(b) shall be limited to an amount equal to not exceed the aggregate gross net proceeds (after deducting underwriting commissions discounts and discountscommissions, but before expenses, to without deducting expenses of the Company or the Selling Stockholders) received by such Selling Stockholder from the sale of Shares the Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholdersStockholder, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 each case 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 such Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with its the Selling Stockholder InformationInformation and provided, and shall reimbursefurther, pro rata with all other indemnifying parties based on that 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(bsubsection (b) of each 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 Shares the Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholdersStockholder shall severally, severally and not jointly, shall indemnify and hold harmless each Underwriter Indemnified Party, against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, ) to which that Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, 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, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any Marketing Materials, or (ii) the omission or alleged omission 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 or document incorporated by reference thereinthereto, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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, 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; 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 or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, 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. The aggregate This indemnity agreement is not exclusive and will be in addition to any liability which the Selling Stockholders might have under this Section 7(b) of 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 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”)Underwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and RegulationsProspectus (collectively, the Registration Statement, the Prospectus“Offering Documents”), or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with its the Selling Stockholder InformationInformation of such Selling Stockholder, and shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, will reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; 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 Section 7(b) 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 Shares Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall Stockholders will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus, Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the ProspectusTesting-the-Waters Writing, or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; 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 under this Section 7(barises 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 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 Shares Offered Securities sold by such Selling Stockholder hereunder (the with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Selling Stockholder Net Proceeds”). The obligations of the Selling Stockholders set forth in this Section 8(b) shall be joint and several.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Stockholder Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Stockholder Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but and will reimburse each Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Stockholder 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 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 each case Selling Stockholder shall be liable only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission was has been made in the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with its the Selling Stockholder InformationInformation provided by such Selling Stockholder, it being understood and shall reimburseagreed that the only such information so furnished by such Selling Stockholder consists of (i) the legal name, pro rata with all other indemnifying parties based on address and the aggregate number of shares 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 Stock sold hereundersuch Selling Stockholder which appears under the caption “Executive Officers and Directors” in the Initial Registration Statement, each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by the Additional Registration Statement (if any), the Final Prospectus and the General Disclosure Package; provided, 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 the liability under this Section 7(b) 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 Shares 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 of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 (1) each case Selling Stockholder’s indemnity in this paragraph shall apply only to the extent that the untrue statement or alleged untrue statement in or omission or alleged omission was from any of such documents is made in reliance upon and in conformity with its information relating to such Selling Stockholder Informationfurnished 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 shall reimburse, pro rata with all other indemnifying parties based on agreed that the aggregate number only such information furnished by any Selling Stockholder consists 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 the Selling Stockholder Information and expenses are incurred. The aggregate (2) the 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 discounts and discountscommissions, but before expenses, to such Selling Stockholder from the sale of Shares the Offered Securities sold by such indemnifying Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)pursuant to this Agreement.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally severally, and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 each case 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 the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon written information provided by such Selling Stockholder; and in conformity with its provided further that the liability of each indemnifying 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 pursuant 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 subsection shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions discounts and discountscommissions, but before expenses, to such Selling Stockholder from the sale of Shares the Offered Securities sold by such indemnifying Selling Stockholder hereunder Stockholder. For purposes of this Section (b) only, the “term Selling Stockholder Proceeds”)Stockholders shall exclude the Manger Selling Stockholders.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate liability under this Section 7(b) of ; provided, however, that each Selling Stockholder shall will only be limited to an amount equal liable in any such case to the aggregate gross proceeds after underwriting commissions and discountsextent, but before expensesonly 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 relating to such Selling Stockholder from furnished to the sale of Shares sold Company or such Underwriter by such Selling Stockholder hereunder 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 (the “Selling Stockholder Proceeds”)c) below.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and but not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary part of any Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 each 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 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 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 such case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with its the Selling Stockholder Information, ; and shall reimburse, pro rata with all other indemnifying parties based on provided further that 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 pursuant to this subsection (b) shall be limited to an amount equal to not exceed the aggregate gross proceeds after from the offering (before deducting underwriting discounts, commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold ) received by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, Stockholders will severally and not jointly, shall jointly indemnify and hold harmless each Underwriter Indemnified Party, against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary part of (i) any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus, Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the ProspectusWritten Testing-the-Waters Communication, or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in 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, and will reimburse each case 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 the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with its information provided by such Selling Stockholder Informationfor use in the Registration Statement, Statutory Prospectus, Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, which information we understand to be the information relating to such Selling Stockholder included under the heading “Security Ownership of Certain Beneficial Owners, Management and shall reimburseSelling Stockholders,” or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement; and provided, pro rata with all other indemnifying parties based on further, that 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) 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 Shares Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders, Stockholder will severally and not jointly, shall jointly indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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, that each case Selling Stockholder shall be liable only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with its 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, and shall reimburseprovided further, pro rata with all other indemnifying parties based on that 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) subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expensesexpenses (the “Net Proceeds”), to such Selling Stockholder from the sale of Shares Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall Stockholders will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus, Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the ProspectusTesting-the-Waters Writing, or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 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, however, that (i) each case Non-Solera Selling Stockholder shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with its the Non-Solera Selling Stockholder Information, Information furnished by or on behalf of such Non-Solera Selling Stockholder and shall reimburse, pro rata with all other indemnifying parties based on (ii) 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 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 Shares Offered Securities sold by such Selling Stockholder hereunder (the with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Selling Stockholder Net Proceeds”). The obligations of the Selling Stockholders 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 of the The Selling Stockholders, severally jointly and not jointlyseverally, shall will indemnify and hold harmless each Underwriter an Indemnified Party, against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate liability under this Section 7(b) of each ; provided, however, that the Selling Stockholder shall Stockholders will only be limited to an amount equal liable in any such case to the aggregate gross proceeds after underwriting commissions 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 discounts, but before expenses, in conformity with written information furnished to the Company by any such Selling Stockholder from specifically for use therein, it being understood and agreed that the sale of Shares sold only such information furnished by such any Selling Stockholder hereunder (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 Stockholder Proceeds”)Shareholders” and each Selling Stockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, Stockholders will severally and not jointly, shall indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other U.S. federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; 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 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 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 Principal and Selling Shareholders in the Registration Statement and Final Prospectus under this Section 7(b) of the heading “Principal and Selling Shareholders” and each Selling Stockholder’s address; provided, further, that no Selling Stockholder shall be limited to an amount equal to liable under this Section 8(b) for any amounts in excess of the aggregate amount of gross proceeds after minus underwriting discounts and commissions and discounts, but before expenses, to such Selling Stockholder from receives in connection with the sale of Shares sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)offering.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally jointly and not jointlyseverally, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary ProspectusRegistration Statement at any time, any Statutory Prospectus at any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 each case 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 shall be subject to such liability only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with its the Selling Stockholder InformationInformation and provided, and shall reimbursefurther, pro rata with all other indemnifying parties based on that 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(bsubsection (b) of each 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 Shares the Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholdersstockholders, severally and not jointly, shall indemnify and hold harmless each Underwriter Indemnified Party, against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which that Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, 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, the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein or in any Marketing Materials, 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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, 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; 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 or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any Preliminary Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, 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. The aggregate This indemnity agreement is not exclusive and will be in addition to any liability which the Selling stockholders might have under this Section 7(b) of 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 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”)Underwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed Prospectus or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the ProspectusGeneral Disclosure Package, or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon the omission or the 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with its written information furnished to the Representatives by or on behalf of such Selling Stockholder Informationspecifically for use therein, and shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, will reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate liability under this Section 7(b) of each such Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to received by such Selling Stockholder from the sale of Offered Shares sold by such Selling Stockholder hereunder in the public offering (the “Selling Stockholder Proceeds”before payment of fees and expenses but after deducting underwriting discounts and commissions).

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; 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 from any of such documents in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Selling Stockholder any 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 Section 7(b) subsection of each 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 Shares Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders, Stockholder will severally and not jointly, shall jointly indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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, that each case Selling Stockholder shall be liable only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission was has been made in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with its 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, and shall reimburseprovided further, pro rata with all other indemnifying parties based on that 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) subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expensesexpenses (the “Net Proceeds”), to such Selling Stockholder from the sale of Shares Offered Securities, Firm Warrants and/or Optional Warrants sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholdersStockholder, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Partyand each person, if any, who controls each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective officers, directors, employees, affiliates and selling agents against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of Prospectus (taken together with the Rules and Regulations, the Registration Statement, the ProspectusDisclosure Package), or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of the Preliminary Prospectus or the Prospectus, but or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made), in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any such amendment or supplement in reliance upon and in conformity with its written information relating to such Selling Stockholder Information, 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 shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, each will reimburse such Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that such Underwriter Indemnified Party in connection with investigating or preparing 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 defend or defending against or appearing as a third party witness in connection with the extent that any such loss, claim, damagedamage 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, liabilityany 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, actionfurther, investigation or proceeding, as such fees and expenses are incurred. The aggregate that the liability under this Section 7(b) of each a Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to not exceed the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from product of (i) the sale number of Shares Securities sold by such Selling Stockholder hereunder and (ii) the “per share net proceeds to the Selling Stockholder Proceeds”)as set forth in the Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; 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 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 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 Section 7(b) subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expensesexpenses being borne by such Selling Stockholder, if any, to such Selling Stockholder from the sale of Shares Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, shall Stockholder will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectus, part of any Issuer Free Writing Prospectus, Registration Statement at any “issuer information” filed time or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any “road show” used in connection with the offering, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each case 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 the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with its the Selling Stockholder Information, Information and shall reimburse, pro rata with all other indemnifying parties based on (ii) 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 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 Shares Offered Securities sold by such Selling Stockholder hereunder (the with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Selling Stockholder 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 “Xxxxxxxx Selling Stockholders”) shall be joint and several between each such Xxxxxxxx Selling Stockholder and (y) such obligations of [•] (collectively, the “Xxxx Selling Stockholders”) shall be joint and several between each such Xxxx Selling Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholdersStockholder, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Partyand each person, if any, who controls each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective officers, directors, employees, affiliates and selling agents against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that each Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of Prospectus (taken together with the Rules and Regulations, the Registration Statement, the ProspectusDisclosure Package), or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of the Preliminary Prospectus or the Prospectus, but or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made), in each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any such amendment or supplement in reliance upon and in conformity with its written information relating to such Selling Stockholder Information, 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 shall reimburse, pro rata with all other indemnifying parties based on the aggregate number of shares of Stock sold hereunder, each will reimburse such Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that such Underwriter Indemnified Party in connection with investigating or preparing 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 defend or defending against or appearing as a third party witness in connection with the extent that any such loss, claim, damagedamage 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, liabilityany 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, actionfurther, investigation or proceeding, as such fees and expenses are incurred. The aggregate that the liability under this Section 7(b) of each a Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to not exceed the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from product of (i) the sale number of Shares Securities sold by such Selling Stockholder hereunder and (ii) the “per share net proceeds to the Selling Stockholder Proceeds”)as set forth in the Prospectus.

Indemnification of Underwriters by Selling Stockholders. (i) Each of the Selling StockholdersStockholder, severally and not jointly, shall agrees to indemnify and hold harmless each Underwriter, their respective Affiliates and selling agents and each person, if any, who controls any Underwriter Indemnified Partywithin 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), against (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, damage or expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which that Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as if such loss, liability, claim, damage, expense, liability, action, investigation damage or proceeding expense 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, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with its information relating to such Selling Stockholder Informationfurnished 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 shall reimburse(ii) NASD agrees to indemnify and hold harmless each Underwriter, pro rata with 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 other indemnifying parties based on the aggregate number of shares of Stock sold hereunderloss, each Underwriter Indemnified Party promptly upon demand for liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with defending, investigating or preparing to defend or defending against or appearing as a third party witness in connection with settling any such loss, action or claim, damage, liability, action, investigation or proceeding, as such fees ) caused by the failure of any Invitee to pay for and expenses are incurred. The aggregate liability under this Section 7(b) accept delivery of each Selling Stockholder shall be limited to an amount equal to Reserved Securities which have been orally confirmed for purchase by any Invitee by the aggregate gross proceeds end of the first business day after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale date of Shares sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)Agreement.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointlyseverally, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 each case 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 the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with its information provided by a Selling Stockholder Informationto the Company for use in the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, and shall reimburseprovided, pro rata with all other indemnifying further, that, for purposes of this Agreement, the parties based on hereto agree that the aggregate number of shares of Stock sold hereunderonly information furnished to the Company by the Selling Stockholders is the information set forth in the section entitled “Selling Stockholders” and provided, each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by further, 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 the liability under this Section 7(b) subsection of each the Selling Stockholder Stockholders shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such the Selling Stockholder Stockholders from the sale of Shares Securities sold by such the Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)Stockholders hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of WS Selling Stockholder severally and jointly with the other WS Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) (i) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectus, part of any Issuer Free Writing Prospectus, Registration Statement at any “issuer information” filed time or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained 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 required to be stated therein or necessary 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, 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 the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance is based upon information provided by such Selling Stockholder, it being understood and in conformity with its agreed that the only such information provided by any Selling Stockholder Informationconsists 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”; provided, and shall reimbursefurther, pro rata with all other indemnifying parties based on that 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(b8(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 Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, Stockholders will severally and not jointly, shall jointly indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate liability under this Section 7(b) of , provided, however, that each Selling Stockholder shall will only be limited to an amount equal liable in any such case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon 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 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 gross amount of proceeds received by such Selling Stockholder after underwriting commissions and discounts, but before expensesexpenses and taxes, to such Selling Stockholder from the sale of the Offered Shares sold by they represent pursuant to this Agreement (with respect to each Selling Stockholder, such amount being referred to as such Selling Stockholder hereunder (the Stockholder’s “Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholdersStockholder, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading 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, but 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 each 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 documents in reliance upon and in conformity with written information furnished to the Company 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; provided, further, that a Selling Stockholder shall only be subject to such liability to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made is based upon the Provided Information or contained in reliance upon and in conformity with its a representation or warranty given by such Selling Stockholder Informationin this Agreement or the Custody Agreement; and provided, and shall reimbursefurther, pro rata with all other indemnifying parties based on that 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) 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 Shares Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus, Prospectus or any “issuer information” filed Written Testing-the-Waters Communication or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and 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 from any 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: 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 aggregate liability under this Section 7(b) of each any Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to not exceed the aggregate gross total net proceeds after underwriting commissions and discounts, but (before deducting expenses, to ) received by such Selling Stockholder from the sale of Shares the Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Selling Stockholder Indemnified Party”), against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Selling Stockholder Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact fact, in the case of any Registration Statement, contained in any Preliminary Prospectus, part thereof at any Issuer Free Writing Prospectus, any “issuer information” filed time or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but and in each the case only to of any Statutory Prospectus, the extent that Final Prospectus or any Issuer Free Writing Prospectus as of any time, included in any part thereof as of any time or upon the untrue statement or alleged untrue statement or omission or alleged omission was made of a material fact necessary to make the statements therein, in reliance upon the light of the circumstances under which they were made, not misleading, and in conformity with its will reimburse each 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 such Selling Stockholder 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, litigation, investigation or proceedingproceeding 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 fees and 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 from any 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 (excluding percentages) that appear in the table (and corresponding footnotes) under such heading. The aggregate liability under this Section 7(b) of each any Selling Stockholder pursuant to this subsection (b) shall be limited to an amount equal to not exceed the aggregate gross total net proceeds after underwriting commissions and discounts, but (before deducting expenses, to ) received by such Selling Stockholder from the sale of Shares the Offered Securities sold by such the Selling Stockholder hereunder (the “Selling Stockholder Proceeds”).. ​

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) arise out of the Rules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; 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 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 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 constitute 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 Section 7(b) subsection of each 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 Shares Offered Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Selling Stockholder Indemnified Party”), from and against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Selling Stockholder Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary Prospectuspart of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or 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, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, 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 or document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but in and will reimburse each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with 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 such Selling Stockholder 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, litigation, investigation or proceedingproceeding 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 fees and expenses are incurred. The aggregate ; 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 from any of such documents made in reliance upon and in conformity with the Selling Stockholder Information; and provided, further that the liability under this Section 7(b) subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses), to such Selling Stockholder from the sale of Shares Optional Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders, severally and not jointly, shall will indemnify and hold harmless each Underwriter Indemnified Party, Party against any lossand all losses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that Underwriter such Indemnified Party may become subject, under the Securities Act Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any Preliminary part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus, Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the ProspectusWritten Testing-the-Waters Communication, or in any amendment arise out of or supplement thereto or in any Marketing Materials, or (ii) are based upon 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 or document incorporated by reference therein, 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 any of the above as such expenses are incurred; provided, however, that each case Selling Stockholder shall be liable only to the extent that the such untrue statement or alleged untrue statement or omission or alleged omission was has been made in the Registration Statement, any Statutory Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication in reliance upon and in conformity with its the Selling Stockholder InformationInformation provided by such Selling Stockholder; provided, and shall reimbursefurther, pro rata with all other indemnifying parties based on that 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(bsubsection (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 Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each of the Selling StockholdersStockholder will, severally and not jointly, shall indemnify indemnify, defend and hold harmless each Underwriter Indemnified Party, against any losslosses, claimclaims, damage, expense damages or liability whatsoever (or any action, investigation or proceeding in respect thereof)liabilities, joint or several, to which that such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, expense, liability, action, investigation damages or proceeding arises liabilities (or actions in respect thereof) arise out of or is are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectusthe Registration Statement, the Prospectus or 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, the Prospectus, or in any amendment or supplement thereto or in any Marketing Materialsthereto, or (ii) arise out of or are based upon 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 or document incorporated by reference therein, therein a material fact required to be stated therein or necessary to make the statements therein (with respect to the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Marketing Materials, in light of the circumstances under which they were made) not misleading, but in each case only with respect to the extent that the untrue statement statements or omissions, or alleged untrue statement statements or omission or alleged omission was omissions, made in reliance upon and in conformity with its 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 shall reimburse, pro rata with all other indemnifying parties based on Selling Stockholders” in 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 General Disclosure Package and expenses are incurredthe Prospectus. The aggregate liability of each Selling Stockholder under the indemnity agreement contained in this Section 7(b) of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after (net of underwriting commissions discounts and discountsconcessions, but before deducting other expenses, to such ) received by the Selling Stockholder from the sale of Shares the Option Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”)under this Agreement.