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

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 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 Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) below.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, 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 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, any Written Testing-the-Waters Communication, 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 not misleading, in each case to the extent, but only to the extent, that 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 the Selling Stockholder Information; and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the . The aggregate liability of each Selling Stockholders will only be liable in Stockholder under Section 8(b) and Section 8(e) or any such case to the extent that any such loss, claim, damage or liability arises out claim for breach of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any representations and warranties 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) contained in Section 2 shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less net proceeds, after underwriting discounts and commissions but before deducting expenses) of the Firm Securities sold expenses received by such Selling Stockholder Stockholder, from the offering of the Offered Securities purchased under this the Agreement less any amounts that received by such Selling Stockholder is obligated to pay under subsection (e) belowStockholder, as set forth in the table on the cover page of the Final Prospectus.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderseverally, and not jointly, 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 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, any Written Testing-the-Waters Communication, Prospectus or any Issuer Free Writing ProspectusProspectus taken together with the General Disclosure Package, 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, misleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the (i) each Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents is made in reliance upon and in conformity with written information furnished to the Company Selling Stockholder Information or contained in a representation or warranty given by any such Selling Stockholder specifically for use therein, in this Agreement or the Custody Agreement to which it being understood is a party; and agreed that (ii) the only such information furnished by any liability under this subsection of each Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price proceeds (less underwriting discounts after deducting the underwriters’ commission and commissions discount but before deducting expenses) to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Representatives by or on behalf of the Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the information relating to the Selling Stockholder that appears under the caption “Principal and Selling Stockholders” in any Statutory Prospectus or the Final Prospectus, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the information described as such in subsection (c) below; provided further, however, that the liability under this subsection of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less net proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to the Selling Stockholder from the sale of the Firm Offered Securities sold by such the Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, 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 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 any of the above as such expenses are incurred; provided, however, that the such Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance is based 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 provisionsInformation and provided, further, that the liability of a Selling Stockholder pursuant to under this subsection (b) of such Selling Stockholder shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderwill, will severally and not jointly, indemnify and hold harmless each Underwriter, each other Selling Stockholder and each other 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) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any the 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 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 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 therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will foregoing indemnity shall only be liable in any such case apply to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon an any such untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance that is based 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 Information; provided further, that the Selling Stockholder Information. Notwithstanding the foregoing provisions, the aggregate liability of a each Selling Stockholder pursuant to this subsection (b8(b) shall be limited in not exceed the aggregate to an amount equal to the aggregate Purchase Price net proceeds (less after deducting underwriting discounts and commissions before commissions, but without deducting expenses) expenses of the Firm Company or the Selling Stockholders) received by such Selling Stockholder from the sale of the Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such hereunder (the “Selling Stockholder is obligated to pay under subsection (e) belowNet Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will shall indemnify and hold harmless each Underwriter Indemnified Party Party, against any and all lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such that Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Preliminary Prospectus, any Written Testing-the-Waters Communication, or any Issuer Free Writing Prospectus, any "issuer information" filed or arise out required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or are based upon 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, and will shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by such 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, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto)proceeding, 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 stockholders shall not be liable in any such case to the extent that any such loss, claim, damage damage, expense, liability, action, investigation or liability proceeding arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of Preliminary Prospectus, the Registration Statement or the Prospectus, or any such documents 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 such Selling Stockholder Underwriter specifically for use therein, it being understood which information the parties hereto agree is limited to the Underwriter’s Information. This indemnity agreement is not exclusive and agreed that the only such information furnished by will be in addition to any Selling Stockholder consists of liability which the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder stockholders might have under this Agreement less or otherwise, and shall not limit any amounts that such Selling Stockholder is obligated rights or remedies which may otherwise be available under this Agreement, at law or in equity to pay under subsection (e) beloweach Underwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each Indemnified Party 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, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, 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 therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the aggregate liability of each Selling Stockholder under this Section 8(b) and Section 8(e) shall be limited to an amount equal to the aggregate net proceeds, after deducting underwriting discounts but before deducting any other expenses, received by such Selling Stockholder from the sale of Offered Securities sold hereunder by such Selling Stockholder (the “Selling Stockholder Proceeds”); provided, further, however, that the Selling Stockholders will only be liable in any 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 Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited Stockholder’s name and corresponding share amounts set forth in the aggregate to an amount equal to table of Principal and Selling Stockholders in the aggregate Purchase Price (less underwriting discounts Registration Statement and commissions before deducting expenses) of Final Prospectus under the Firm Securities sold by such heading “Principal and Selling Stockholder under this Agreement less any amounts that such Stockholders” and each Selling Stockholder is obligated to pay under subsection (e) belowStockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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 the 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, Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 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 the Selling Stockholder Information furnished to the Company by any such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) below.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, 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 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 at any time, the Final Prospectus, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the a Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents is based upon Selling Stockholder Information or contained in reliance upon and in conformity with written information furnished to the Company a representation or warranty given by any such Selling Stockholder specifically for use thereinin this Agreement and provided, it being understood and agreed further, that the only such information furnished by any liability under this subsection of each Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will severally and not jointly indemnify and hold harmless each 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 the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the each Selling Stockholders will only Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from has been made in any part of such documents the 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 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 description of the Selling Stockholder Information. Notwithstanding and its beneficial ownership of Company securities in the foregoing provisionsRegistration Statement, any Statutory Prospectus or any subsequent prospectus approved by such Selling Stockholder under the heading “Principal and Selling Stockholders”; and, provided further, that the liability under this subsection of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price gross proceeds after underwriting commissions and discounts, but before expenses (less underwriting discounts and commissions before deducting expenses) the “Net Proceeds”), to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderbut not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; and provided further, that each Selling Stockholder consists will be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon 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. Notwithstanding the foregoing provisions; provided further, that the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in not exceed the aggregate to an amount equal to proceeds received after underwriting commissions and discounts, but before expenses, from the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) sale of the Firm Offered Securities sold by such Selling Stockholder under pursuant to this Agreement less any amounts that (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder is obligated to pay under subsection (e) belowStockholder's "Net Proceeds").

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such WS Selling Stockholder hereunderseverally and jointly with the other WS Selling Stockholders, each AlpInvest Selling Stockholder severally and jointly with the other AlpInvest Selling Stockholder, each Norwest Selling Stockholder severally and jointly with the other Norwest Selling Stockholder, and each other Selling Stockholder severally and not jointly, will indemnify and hold harmless each 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) (i) 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 timetime 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, 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 Written Testing-the-Waters Communication, 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 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 the a Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance is based upon and in conformity with written information furnished to the Company provided by any such Selling Stockholder specifically for use thereinStockholder, it being understood and agreed that the only such information furnished provided by any Selling Stockholder consists of the following information in the Final Prospectus furnished on behalf of each Selling Stockholder: the information relating to such Selling Stockholder Information. Notwithstanding under the foregoing provisionscaption “Principal and Selling Stockholders”; provided, further, that the liability under this Section 8(b) of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will and not jointly shall indemnify and hold harmless each Underwriter Indemnified Party Party, against any and all lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such that Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any timePreliminary Prospectus, the Final ProspectusRegistration Statement, any Written Testing-the-Waters Communication, or any Issuer Free Writing the Prospectus, or arise out of in any amendment or are based upon supplement thereto or in any Marketing Materials, or (ii) the omission or alleged omission of to state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading 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 written information provided to the Company by or on behalf of a Selling stockholder specifically for inclusion therein, and will shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by such 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, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto)proceeding, 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 . This indemnity agreement is not exclusive and will be in addition to any liability which 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 Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder stockholders might have under this Agreement less or otherwise, and shall not limit any amounts that such Selling Stockholder is obligated rights or remedies which may otherwise be available under this Agreement, at law or in equity to pay under subsection (e) beloweach Underwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderStockholders, jointly and severally, 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 Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholders Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as 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, any Written Testing-the-Waters Communication, 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 not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by Misys specifically for use therein, which information consists of the disclosure identified in Schedule E hereto (the “Selling Stockholder Information”), and will reimburse each Selling Stockholders Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholders Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholders Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the Selling Stockholder Informationinformation specified in subsection (c) below. Notwithstanding the foregoing provisions, the The liability of a the Selling Stockholder pursuant to Stockholders under the indemnity agreement contained in this subsection (bc) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) price paid to the Selling Stockholders pursuant to Section 3 of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowAgreement.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderStockholders, severally, and not jointly, will indemnify and hold harmless each Indemnified Party 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the a Selling Stockholders will Stockholder shall be subject to liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents is made in reliance upon and in conformity with written information furnished to the Company provided 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 in the Final Prospectus furnished on behalf of each Selling Stockholder: the information relating to such Selling Stockholder Information. Notwithstanding under the foregoing provisions, caption “Principal and Selling Stockholders” in any Statutory Prospectus or the Final Prospectus; provided further that the liability of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts and commissions commissions, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such indemnifying Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowStockholder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each Indemnified Party 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the each Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents was made in reliance upon on and in conformity with written information furnished to the Company Selling Stockholder Information provided by any such Selling Stockholder specifically for use thereinand provided, it being understood and agreed further, that the only such information furnished by any liability under this subsection of each Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after deducting underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such hereunder (the “Selling Stockholder is obligated to pay under subsection (e) belowNet Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will shall indemnify and hold harmless each Underwriter Indemnified Party Party, against any and all lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such that Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Preliminary Prospectus, any Written Testing-the-Waters Communication, or any Issuer Free Writing Prospectus, any “issuer information” filed or arise out required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or are based upon 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 will reimburse 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 such 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, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto)proceeding, 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 . The aggregate liability arises out under this Section 7(b) 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 each Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Securities Shares sold by such Selling Stockholder under this Agreement less any amounts that such hereunder (the “Selling Stockholder is obligated to pay under subsection (e) belowProceeds”).

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the information described as such in subsection (c) below; provided further, however, that (i) each Non-Solera Selling Stockholder Information. Notwithstanding shall be subject to such liability only to the foregoing provisions, extent that the untrue statement or alleged untrue statement or omission or alleged omission is based upon the Non-Solera Selling Stockholder Information furnished by or on behalf of such Non-Solera Selling Stockholder and (ii) the liability of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under hereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholders set forth in this Agreement less any amounts Section 8(b) shall be several and not joint; provided, however, that such obligations of the Solera Selling Stockholder is obligated to pay under subsection (e) belowStockholders shall be joint and several between each such Solera Selling Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderStockholders, jointly and severally, 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 Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholders Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as 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, any Written Testing-the-Waters Communication, 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 not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by Misys specifically for use therein, which information consists of the disclosure identified in Schedule G hereto (the “Selling Stockholder Information”), and will reimburse each Selling Stockholders Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholders Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholders Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the Selling Stockholder Informationinformation specified in subsection (c) below. Notwithstanding the foregoing provisions, the The liability of a the Selling Stockholder pursuant to Stockholders under the indemnity agreement contained in this subsection (bc) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) price paid to the Selling Stockholders pursuant to Section 3 of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowAgreement.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, 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 Party”), from and against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Written Testing-the-Waters Communication, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon (ii) the omission or alleged omission of 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, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission or alleged untrue statement or omission and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, however that the each Selling Stockholders will 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 upon 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 written information furnished to the Company by any such Selling Stockholder specifically for use thereinInformation provided by such Selling Stockholder; and provided, it being understood and agreed further that the only such information furnished by any liability under this subsection of each Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price net proceeds (less after deducting underwriting discounts commissions and commissions discounts, but before deducting expenses) ), received by such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, 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 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, any Written Testing-the-Waters Communication, any road show presentation or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 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 Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited Stockholder’s name and corresponding share amounts set forth in the aggregate to an amount equal to table of Principal and Selling Shareholders in the aggregate Purchase Price (less underwriting discounts Registration Statement and commissions before deducting expenses) of Final Prospectus under the Firm Securities sold by such heading “Principal and Selling Stockholder under this Agreement less any amounts that such Stockholders” and each Selling Stockholder is obligated to pay under subsection (e) belowStockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will indemnify and hold harmless each 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, any Written Issuer Free Writing Prospectus or any Testing-the-Waters Communication, or any Issuer Free Writing ProspectusWriting, 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 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 only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the information described as such in subsection (c) below; provided further, however, that (i) each Non-Solera Selling Stockholder Information. Notwithstanding shall be subject to such liability only to the foregoing provisions, extent that the untrue statement or alleged untrue statement or omission or alleged omission is based upon the Non-Solera Selling Stockholder Information furnished by or on behalf of such Non-Solera Selling Stockholder and (ii) the liability of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under hereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholders set forth in this Agreement less any amounts Section 8(b) shall be several and not joint; provided, however, that such obligations of the Solera Selling Stockholder is obligated to pay under subsection (e) belowStockholders shall be joint and several between each such Solera Selling Stockholder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 the each Selling Stockholders will only Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from has been made in the Registration Statement, any of such documents Statutory Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication 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 provisionsInformation provided by such Selling Stockholder; provided, further, that the liability of a Selling Stockholder pursuant to under this subsection (b) of each Selling Stockholder shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such hereunder (the “Selling Stockholder is obligated to pay under subsection (e) belowNet Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders will severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will and not 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 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred, provided, however, that each Selling Stockholder will only be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of 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, howeverfurther, that the Selling Stockholders will only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this information described as such in subsection (bc) below; provided, further, that in no event shall be limited in any Selling Stockholder’s liability hereunder exceed the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold proceeds received by such Selling Stockholder under after underwriting commissions and discounts, but before expenses and taxes, from the sale of the Offered Shares they represent pursuant to this Agreement less any amounts that (with respect to each Selling Stockholder, such amount being referred to as such Selling Stockholder is obligated to pay under subsection (e) belowStockholder’s “Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderwill, will indemnify severally and not jointly, indemnify, defend and hold harmless each Indemnified Party Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party Underwriter may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of any timeStatement, the Final Prospectus, any Written Testing-the-Waters Communication, Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or 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; providedGeneral Disclosure Package, howeverthe Prospectus, that any Issuer Free Writing Prospectus or any Marketing Materials, in light of the Selling Stockholders will circumstances under which they were made) not misleading, but only be liable in any such case with respect to the extent that any such lossuntrue statements or omissions, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in statements or omission or alleged omission from any of such documents omissions, made in reliance upon and in conformity with written the information furnished relating to the Company by any such Selling Stockholder specifically furnished by such Selling Stockholder to the Company for use therein, it being understood which shall consist solely of the statements set forth under the caption “Principal and agreed that Selling Stockholders” in the only such information furnished by any General Disclosure Package and the Prospectus. The liability of each Selling Stockholder consists of under the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to indemnity agreement contained in this subsection (bSection 7(b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price proceeds (less net of underwriting discounts and commissions concessions, but before deducting other expenses) received by the Selling Stockholder from the sale of the Firm Option Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowAgreement.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the such Selling Stockholders 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 any or on behalf of such Selling Stockholder specifically for use thereinStockholder, it being understood and agreed that the only 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 subsection of any Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderwill, will severally and not 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 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the each Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance is based upon and in conformity with written information furnished to the Company provided by any such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) below.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereundershall severally, will and not jointly, indemnify and hold harmless each Underwriter Indemnified Party Party, against any and all lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, joint investigation or several, proceeding in respect thereof) to which such that Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact solely pertaining to such Selling Stockholder contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Preliminary Prospectus, any Written Testing-the-Waters Communication, or any Issuer Free Writing Prospectus, any “issuer information” filed or arise out required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or are based upon 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, a material fact required to be stated therein or necessary to make the statements therein not misleading, and will shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by such 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, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto)proceeding, 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 shall not be liable in any such case to the extent that any such loss, claim, damage damage, expense, liability, action, investigation or liability proceeding arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of Preliminary Prospectus, the Registration Statement or the Prospectus, or any such documents 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 such Selling Stockholder Underwriter specifically for use therein, it being understood which information the parties hereto agree is limited to the Underwriter’s Information. This indemnity agreement is not exclusive and agreed that the only such information furnished by will be in addition to any Selling Stockholder consists of liability which the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder Stockholders might have under this Agreement less or otherwise, and shall not limit any amounts that such Selling Stockholder is obligated rights or remedies which may otherwise be available under this Agreement, at law or in equity to pay under subsection (e) beloweach Underwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, Prospectus or any Issuer Free Writing Prospectus, Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 shall only be liable pursuant to this Section 8(b) with respect to any losses, claims, damages or liabilities, that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information furnished to the Company by such Selling Stockholder for use in the Registration Statement, the Final Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any General Disclosure Package (it being understood and agreed that the only written information furnished to the Company by each Selling Stockholder expressly for use in the Registration Statement, any Statutory Prospectus, the Final Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus is the information relating to such Selling Stockholder set forth in the table set forth in the Principal and Selling Stockholder section of any of the foregoing); provided, further, however, that the Selling Stockholders will only 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 such Selling Stockholder specifically Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the information described as such in subsection (c) below. Notwithstanding anything to the contrary herein, the indemnity provided by each Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to under this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds received by such Selling Stockholder after deducting underwriting discounts commissions and commissions discounts, but before deducting expenses) , from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowAgreement.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each Indemnified Party 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the such Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents was made 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; and provided, further, that the liability under this subsection of a such Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will severally and not jointly indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the each Selling Stockholders will only Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from has been made in any part of such documents 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 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 description of the Selling Stockholder Information. Notwithstanding and its beneficial ownership of Company securities in the foregoing provisionsInitial Registration Statement or any subsequent prospectus approved by such Selling Stockholder under the heading “Principal and Selling Stockholders”; and, provided further, that the liability under this subsection of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price gross proceeds after underwriting commissions and discounts, but before expenses (less underwriting discounts and commissions before deducting expenses) the “Net Proceeds”), to such Selling Stockholder from the sale of the Offered Securities, Firm Securities Warrants and/or Optional Warrants sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderwill, will indemnify severally and not jointly, indemnify, defend and hold harmless each Indemnified Party Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party Underwriter may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement at any time, any Statutory Prospectus as of any timeStatement, the Final Prospectus, any Written Testing-the-Waters Communication, Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or 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; providedGeneral Disclosure Package, howeverthe Prospectus, that any Issuer Free Writing Prospectus or any Marketing Materials, in light of the Selling Stockholders will circumstances under which they were made) not misleading, but only be liable in any such case with respect to the extent that any such lossuntrue statements or omissions, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in statements or omission or alleged omission from any of such documents omissions, made in reliance upon and in conformity with written the information furnished relating to the Company by any such Selling Stockholder specifically furnished by such Selling Stockholder to the Company for use therein, it being understood which shall consist solely of the statements set forth under the caption “Principal and agreed that Selling Stockholders” in the only such information furnished by any General Disclosure Package and the Prospectus. The liability of each Selling Stockholder consists of under the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to indemnity agreement contained in this subsection (bSection 7(b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price proceeds (less net of underwriting discounts and commissions concessions, but before deducting other expenses) received by the Selling Stockholder from the sale of the Firm Option Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowAgreement.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, 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 Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as 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 fact, in the case of any Registration Statement, contained in any part of any Registration Statement thereof at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Written Testing-the-Waters Communication, time or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus as of any time, included in any part thereof as of any time or upon the omission or alleged omission of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission 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 Information(excluding percentages) that appear in the table (and corresponding footnotes) under such heading. Notwithstanding the foregoing provisions, the The liability of a any Selling Stockholder pursuant to this subsection (b) shall be limited in not exceed the aggregate to an amount equal to the aggregate Purchase Price total net proceeds (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold received by such Selling Stockholder under this Agreement less any amounts that such from the sale of the Offered Securities sold by the Selling Stockholder is obligated to pay under subsection hereunder (e) below.the “Selling Stockholder Proceeds”). ​

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the 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 such Selling Stockholder any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only information appearing on the table in the section entitled “Principal and Selling Stockholders” and in the footnotes related to such information pertaining to such Selling Stockholder constitute the only information concerning such Selling Stockholder furnished in writing to the Company by such Selling Stockholder for inclusion in the Registration Statement and Final Prospectus; provided, further, that the liability under this subsection of any Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, 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 Party”), from and against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, any Written Testing-the-Waters Communication, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon (ii) the omission or alleged omission of 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, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission or alleged untrue statement or omission and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, however that the each Selling Stockholders will 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 upon 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 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; and provided, further that the liability under this subsection of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price net proceeds (less after deducting underwriting discounts commissions and commissions discounts, but before deducting expenses) ), to such Selling Stockholder from the sale of the Firm Optional Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the (1) each Selling Stockholders will Stockholder’s indemnity in this paragraph shall apply 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents is made in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company in writing by any such Selling Stockholder specifically expressly for use thereinin the Registration Statement, the General Disclosure Package, the Final Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, Information and (2) the liability of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts and commissions commissions, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such indemnifying Selling Stockholder under pursuant to this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowAgreement.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, 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 Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Stockholder Indemnified Party in connection with investigating 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 Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission has been made in the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Selling Stockholder Information provided by such Selling Stockholder, it being understood and agreed that the only such information so furnished by such Selling Stockholder consists of (i) the legal name, address and the number of Securities owned by such Selling Stockholder, (ii) the other information (excluding percentages) with respect to such Selling Stockholder which appear in the table (and corresponding footnotes) under the caption “Selling Stockholders” in the Initial Registration Statement, the Additional Registration Statement (if any), the Final Prospectus and the General Disclosure Package and (iii) the information with respect to such Selling Stockholder (if any) or an affiliate of such Selling Stockholder which appears under the caption “Executive Officers and Directors” in the Initial Registration Statement, the Additional Registration Statement (if any), the Final Prospectus and the General Disclosure Package; provided, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Net Proceeds”); provided, further, that the Selling Stockholders will only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this information described as such in subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (ec) below.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will indemnify and hold harmless each 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) (i) 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 timetime 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, 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 Written Testing-the-Waters Communication, or any Issuer Free Writing ProspectusProspectus 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 therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will (i) this Section 8(b) shall apply 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance is based 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, Information and (ii) the liability of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that hereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholders set forth in this Section 8(b) shall be several and not joint; provided, however, that [(x) such obligations of the 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 is obligated to pay under subsection and (ey) belowsuch 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 Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each Indemnified Party 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, 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, any Written Testing-the-Waters Communication, Communication or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 a Selling Stockholders 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 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 Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited Stockholder’s name and corresponding share amounts set forth in the aggregate to an amount equal to table of Principal and Selling Stockholders in the aggregate Purchase Price (less underwriting discounts Registration Statement and commissions before deducting expenses) of Final Prospectus under the Firm Securities sold by such heading “Principal and Selling Stockholder under this Agreement less any amounts that such Stockholders” and each Selling Stockholder is obligated to pay under subsection (e) belowStockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, 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 not misleading, misleading and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only 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 such Selling Stockholder Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the Selling Stockholder Information. Notwithstanding the foregoing provisionsinformation described as such in subsection (c) below; provided, the liability of further, that a Selling Stockholder pursuant shall only be subject to such liability to the extent that the untrue statement or alleged untrue statement or omission or alleged omission is based upon the Provided Information or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement; and provided, further, that the liability under this subsection (b) of each Selling Stockholder shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such WS Selling Stockholder hereunderseverally and jointly with the other WS Selling Stockholders, will indemnify and hold harmless each 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) (i) 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 timetime 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, 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 Written Testing-the-Waters Communication, 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 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 the a Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance is based upon and in conformity with written information furnished to the Company provided by any such Selling Stockholder specifically for use thereinStockholder, it being understood and agreed that the only such information furnished provided by any Selling Stockholder consists of the following information in the Final Prospectus furnished on behalf of each Selling Stockholder: the information relating to such Selling Stockholder Information. Notwithstanding under the foregoing provisionscaption “Principal and Selling Stockholders”; provided, further, that the liability under this Section 8(b) of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will severally and not jointly indemnify and hold harmless each Indemnified Party 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, any Written Testing-the-Waters Communication, 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 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, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the each Selling Stockholders Stockholder will only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, further, that each Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage or liability arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information concerning such Selling Stockholder furnished to the Company by such Selling Stockholder specifically for inclusion therein, it being understood and agreed that the only such information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, the number of Offered Securities and the address and other information with respect to such Selling Stockholder (excluding percentages) which appear in the Final Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” (such information, the “Selling Stockholder Information. Notwithstanding ”); provided, further, however, that the foregoing provisions, the aggregate amount of each Selling Stockholder’s liability of a Selling Stockholder pursuant to under this subsection (bSection 9(b) shall be limited in not exceed the aggregate to an amount equal to the aggregate Purchase Price of net proceeds (less after underwriting discounts commissions and commissions discounts, but before deducting expenses) of the Firm Securities sold received by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowfrom the Underwriters for the sale of its Offered Securities hereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will severally and not jointly indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the each Selling Stockholders will only Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from has been made in any part of such documents 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 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 description of the Selling Stockholder Information. Notwithstanding and its beneficial ownership of Company securities in the foregoing provisionsInitial Registration Statement or any subsequent prospectus approved by such Selling Stockholder under the heading “Principal and Selling Stockholders”; and, provided further, that the liability under this subsection of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price gross proceeds after underwriting commissions and discounts, but before expenses (less underwriting discounts and commissions before deducting expenses) the “Net Proceeds”), to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders Stockholder, severally and not jointly, in proportion to the number of Firm Offered Securities to be sold by such Selling Stockholder hereunder, will indemnify and hold harmless each 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 ProspectusProspectus or, any Written Testing-the-Waters Communication, 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 in order to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Selling Stockholder Information, and will reimburse each Indemnified Party for any reasonable and documented legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating investigating, preparing or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the 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 each Selling Stockholder specifically for use therein, it being understood under this Section 8(b) 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 (bSection 8(e) below shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, 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 Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Stockholder Indemnified Party in connection with investigating 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 Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission has been made in the Registration Statement, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Selling Stockholder Information provided by such Selling Stockholder; provided, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder (the “Selling Stockholder Net Proceeds”); provided, further, that the Selling Stockholders will only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this information described as such in subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (ec) below.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderStockholders, jointly and severally, 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 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 Rules and Regulations, 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the foregoing indemnity shall only apply to the extent that 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 made based on information furnished by such Selling Stockholder; provided further, that the Selling Stockholders will only 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 such Selling Stockholder Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this information described as such in subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (ec) below.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that each Selling Stockholder will only be liable, in any case, to the extent that any such loss, claim, damage or liability arises out of 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 only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the information described as such in subsection (c) below; provided, further, that the liability under this subsection of each Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) expenses being borne by such Selling Stockholder, if any, to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderStockholders, jointly and severally, 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 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, any Written Testing-the-Waters Communication, Communication or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 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 –the—any Selling Stockholder consists of the following information: each Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited Stockholder’s name and corresponding share amounts set forth in the aggregate to an amount equal to table of Selling Stockholders in the aggregate Purchase Price (less underwriting discounts Registration Statement and commissions before deducting expenses) of Final Prospectus under the Firm Securities sold by such heading “Selling Stockholder under this Agreement less any amounts that such Stockholders” and each Selling Stockholder is obligated to pay under subsection (e) belowStockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, Prospectus or any Issuer Free Writing ProspectusProspectus (collectively, the “Offering Documents”), or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Selling Stockholder Information of such Selling Stockholder, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only 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 Offering Documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the information described as such in subsection (c) below; provided, further, that the liability under this subsection of each Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderStockholders, jointly and severally, will indemnify and hold harmless each an Indemnified Party 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the 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 Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited Stockholder’s name and corresponding share amounts set forth in the aggregate to an amount equal to table of Principal and Selling Shareholders in the aggregate Purchase Price (less underwriting discounts Registration Statement and commissions before deducting expenses) of Final Prospectus under the Firm Securities sold by such heading “Principal and Selling Stockholder under this Agreement less any amounts that such Shareholders” and each Selling Stockholder is obligated to pay under subsection (e) belowStockholder’s address.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will indemnify and hold harmless each 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, any Written Issuer Free Writing Prospectus or any Testing-the-Waters Communication, or any Issuer Free Writing ProspectusWriting, 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 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 only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the Selling Stockholder Information. Notwithstanding the foregoing provisionsinformation described as such in subsection (c) below; provided further, however, that the liability of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that hereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder is obligated to pay under subsection (eStockholder’s “Net Proceeds”). The obligations of the Selling Stockholders set forth in this Section 8(b) belowshall be joint and several.

Indemnification of Underwriters by Selling Stockholders. Each of The Quantum Selling Stockholders, jointly and severally as between the Quantum Selling Stockholders and severally in proportion and not jointly with respect to the number of Firm Securities to be sold by such Holdings Selling Stockholder, and the Holdings Selling Stockholder hereunderseverally 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 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 timetime 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, any Written Testing-the-Waters Communication, 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 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, 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, however that (i) the Quantum Selling Stockholders will shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance is based upon and in conformity with written information furnished to provided by the Company by any such Quantum Selling Stockholder specifically for use thereinStockholders, it being understood and agreed that the only such information furnished by any the Quantum Selling Stockholder consists of the following information in the Final Prospectus furnished on behalf of the Quantum Selling Stockholders: the legal name, address and the number of shares of Securities owned by such Quantum Selling Stockholders, and the other information with respect to such Quantum Selling Stockholders (excluding percentages) which appears in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders,” and (ii) the Holdings Selling Stockholder Information. Notwithstanding shall be subject to such liability only to the foregoing provisionsextent that the untrue statement or alleged untrue statement or omission or alleged omission is based upon information provided by the Holdings Selling Stockholder, it being understood and agreed that the only such information furnished by the Holdings Selling Stockholder consists of the following information in the Final Prospectus furnished on behalf of the Holdings Selling Stockholder: the legal name, address and the number of shares of Securities owned by such Holdings Selling Stockholder, and the other information with respect to such Holdings Selling Stockholder (excluding percentages) which appears in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders,” and (iii) the liability under this subsection of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will indemnify and hold harmless each 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) (i) 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 timetime 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, 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 Written Testing-the-Waters Communication, or any Issuer Free Writing ProspectusProspectus 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 therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will (i) this Section 8(b) shall apply 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance is based 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, Information and (ii) the liability of a each Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that hereunder (with respect to each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s “Net Proceeds”). The obligations of the Selling Stockholders set forth in this Section 8(b) shall be several and not joint; provided, however, that (x) such obligations of [•] (collectively, the “Xxxxxxxx Selling Stockholders”) shall be joint and several between each such Xxxxxxxx Selling Stockholder is obligated to pay under subsection and (ey) belowsuch 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 The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderStockholders, severally, and not jointly, 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 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the information described as such in subsection (c) below; and provided, further, that (i) a Selling Stockholder Information. Notwithstanding other than the foregoing provisionsManagement Selling Stockholder will be liable only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents based upon written information furnished to the Company by such Selling Stockholder, and (ii) the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in not exceed the aggregate to an amount equal to proceeds received after underwriting commissions and discounts, but before expenses, from the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) sale of the Firm Offered Securities sold by such Selling Stockholder under pursuant to this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowAgreement.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderStockholders, jointly and severally, 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 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 at any time, the Final Prospectus, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the such Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance is based 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 provisionsInformation and provided, further, that the liability of a Selling Stockholder pursuant to under this subsection (b) of such Selling Stockholder shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderStockholders, severally, and not jointly, will indemnify and hold harmless each Indemnified Party 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the a Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance is based upon and in conformity with written information furnished to the Company provided by any such Selling Stockholder specifically for use therein, it being understood Stockholder; and agreed provided further that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a each indemnifying Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts and commissions commissions, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such indemnifying Selling Stockholder under Stockholder. For purposes of this Agreement less any amounts that such Section (b) only, the term Selling Stockholder is obligated to pay under subsection (e) belowStockholders shall exclude the Manger Selling Stockholders.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that each Selling Stockholder will only be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of 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 only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this information described as such in subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (ec) below.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, or any Issuer Free Writing ProspectusProspectus or the General Disclosure Package, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Representatives by or on behalf of such Selling Stockholder specifically for use therein, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above based upon any such untrue statement or omission or any such alleged untrue statement or omission as such expenses are incurred; provided, however, that the Selling Stockholders will only be liable in any such case to the extent that any such loss, claim, damage or . The 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 under 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 indemnity agreement contained in this subsection (b) paragraph shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold proceeds received by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection from the sale of Offered Shares in the public offering (e) belowbefore payment of fees and expenses but after deducting underwriting discounts and commissions).

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderwill, will severally and not jointly, indemnify and hold harmless each 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 any Written Testing-the-Waters Communication, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 a Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance is based upon and in conformity with written information furnished to the Company provided by any such Selling Stockholder specifically for use thereinor contained in a representation or warranty given by such Selling Stockholder in this Agreement and provided, it being understood and agreed further, that the only such information furnished by any liability under this subsection of each Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderwill, will severally and not jointly, indemnify and hold harmless each Underwriter, each other Selling Stockholder and each other 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) (i) 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 or alleged omission of 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, the Final Prospectus, 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 therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will foregoing indemnity shall only be liable in any such case apply to the extent that any such loss, claim, damage damage, liability or liability expense arises out of or is based upon an any such untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance that is based 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 Information; provided further, that the Selling Stockholder Information. Notwithstanding the foregoing provisions, the aggregate liability of a each Selling Stockholder pursuant to this subsection (b8(b) shall be limited in not exceed the aggregate to an amount equal to the aggregate Purchase Price net proceeds (less after deducting underwriting discounts and commissions before commissions, but without deducting expenses) expenses of the Firm Company or the Selling Stockholders) received by such Selling Stockholder from the sale of the Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such hereunder (the “Selling Stockholder is obligated to pay under subsection (e) belowNet Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders will severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, 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 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 U.S. 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the 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 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 Shareholders in the Registration Statement and Final Prospectus under the heading “Principal and Selling Shareholders” and each Selling Stockholder’s address; provided, further, that no Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited liable under this Section 8(b) for any amounts in excess of the aggregate to an amount equal to the aggregate Purchase Price (less of gross proceeds minus underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowreceives in connection with the offering.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders will severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunder, will and not jointly indemnify and hold harmless each Indemnified Party 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, (i) any Statutory Prospectus as of any time, the Final Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made, and (ii) any Issuer Free Writing ProspectusRegistration 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 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 a Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance is based upon and in conformity with written information furnished to the Company provided by any such Selling Stockholder specifically for use thereinin the Registration Statement, it being understood 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 agreed Selling Stockholders,” or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement; and provided, further, that the only such information furnished by any liability under this subsection of each Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderStockholders, severally, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the a Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from is based upon information provided by a Selling Stockholder to the Company for use in the Registration Statement at any time, any Statutory Prospectus as of such documents in reliance upon any time, the Final Prospectus or any Issuer Free Writing Prospectus, and in conformity with written provided, further, that, for purposes of this Agreement, the parties hereto agree that the only information furnished to the Company by any such the Selling Stockholder specifically for use thereinStockholders is the information set forth in the section entitled “Selling Stockholders” and provided, it being understood and agreed further, that the only such information furnished by any Selling Stockholder consists liability under this subsection of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) Stockholders shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to the Selling Stockholders from the sale of the Firm Securities sold by such the Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowStockholders hereunder.

Indemnification of Underwriters by Selling Stockholders. (a) Each of the Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderagrees, will severally and not jointly, to indemnify and hold harmless each Indemnified Party Underwriter and each person, if any, who “controls” any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages 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 and liabilities (including, without limitation, any legal or actions other expenses reasonably incurred in respect thereofconnection with defending or investigating any such action or claim) arise out of or are based upon caused by any untrue statement or alleged untrue statement of any a material fact contained in any part of any the Registration Statement at or any timeamendment thereof, any Statutory preliminary prospectus or the Prospectus (as of amended or supplemented if the Company shall have furnished any time, the Final Prospectus, any Written Testing-the-Waters Communicationamendments or supplements thereto), or caused by any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection but only 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 reference to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only be liable in any such case information relating 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 furnished in writing by or on behalf of such Selling Stockholder expressly for use thereinin the Registration Statement, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisionspreliminary prospectus, the liability of a Selling Stockholder pursuant to this subsection Prospectus or any amendments or supplements thereto. (b) In the event that any Underwriter or any person, if any, who “controls” any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act shall have properly made any request for indemnification pursuant to Section 8.1 and the Company (i) shall have failed to pay such amount or otherwise failed to satisfy its obligations set forth in Section 8.1 within 30 days of such request, or (ii) shall be, in such indemnified party’s reasonable judgment, unable or unwilling to satisfy such obligations, each Selling Officer shall, severally and not jointly, promptly indemnify and hold harmless such indemnified party to the same extent as the Company shall be limited required to indemnify such indemnified party, or shall contribute to the amount paid or payable by such indemnified party to the same extent as the Company shall be required to contribute to such amount in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold event indemnification is unavailable or is insufficient as contemplated by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowSection 8.8 or 8.9.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderbut not jointly, will indemnify and hold harmless each Indemnified Party 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 timeStatement, any Statutory Prospectus as of any timeProspectus, the Final Prospectus, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder 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 the Selling Stockholder Information. Notwithstanding the foregoing provisions, ; and provided further that the liability of a each Selling Stockholder pursuant to this subsection (b) shall be limited in not exceed the aggregate to an amount equal to gross proceeds from the aggregate Purchase Price offering (less underwriting discounts and commissions before deducting underwriting discounts, commissions and expenses) of the Firm Securities sold received by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowStockholder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderseverally, and not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders, other than the Management Selling Stockholders listed on Schedule D, will only be liable, in any case, to the extent that any such loss, claim, damage or liability arises out of 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 pursuant to this Section 8(b) shall not exceed the aggregate amount of net proceeds (after deducting underwriting discounts and commission but before deducting expenses) received by such Selling Stockholder from the sale of its Offered Securities hereunder. Provided further, that no Selling Stockholder will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this information described as such in subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (ec) below.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, 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 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the with respect to a Non-Management Selling Stockholders will Stockholder, such Non-Management Selling Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance is based upon and in conformity with written information furnished to the Company provided by any such Non-Management Selling Stockholder specifically for use thereinor contained in a representation or warranty given by such Non-Management Selling Stockholder in this Agreement or the Custody Agreement and provided, it being understood and agreed further, that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability under this subsection of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, 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 not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that (i) the Selling Stockholders will only 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 such Selling Stockholder Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the information described as such in subsection (c) below, (ii) no Selling Stockholder shall be responsible, either pursuant to this Section 8(b) or for contribution pursuant to Section 8(e) for losses, damages, expenses, liabilities or claims arising out or based upon information other than such Selling Stockholder’s Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a and (iii) in any event, no Selling Stockholder shall be responsible in the aggregate, pursuant to this subsection (bSection 8(b) shall be limited or Section 8(e), for losses, damages, expenses, liabilities or claims for an amount in excess of the aggregate to an amount equal net proceeds received by such Selling Stockholder with respect to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection the Underwriters pursuant hereto after deduction of underwriting commissions and discounts but before out-of-pocket expenses (e) below“Net Proceeds”).

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will shall indemnify and hold harmless each Underwriter Indemnified Party Party, against any and all lossesloss, claimsclaim, damages damage, expense or liabilitiesliability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such that Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, expense, liability, action, investigation or liabilities (or actions in respect thereof) arise proceeding arises out of or are is based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Preliminary Prospectus, any Written Testing-the-Waters Communication, or any Issuer Free Writing Prospectus, any “issuer information” filed or arise out required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement, the Prospectus, or are based upon 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, and will shall reimburse each Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by such 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, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto)proceeding, 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 stockholders shall not be liable in any such case to the extent that any such loss, claim, damage damage, expense, liability, action, investigation or liability proceeding arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of Preliminary Prospectus, the Registration Statement or the Prospectus, or any such documents 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 such Selling Stockholder Underwriter specifically for use therein, it being understood which information the parties hereto agree is limited to the Underwriter’s Information. This indemnity agreement is not exclusive and agreed that the only such information furnished by will be in addition to any Selling Stockholder consists of liability which the Selling Stockholder Information. Notwithstanding the foregoing provisions, the liability of a Selling Stockholder pursuant to this subsection (b) shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less underwriting discounts and commissions before deducting expenses) of the Firm Securities sold by such Selling Stockholder stockholders might have under this Agreement less or otherwise, and shall not limit any amounts that such Selling Stockholder is obligated rights or remedies which may otherwise be available under this Agreement, at law or in equity to pay under subsection (e) beloweach Underwriter Indemnified Party.

Indemnification of Underwriters by Selling Stockholders. Each of the Selling Stockholders Stockholder, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Written Testing-the-Waters Communication, 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 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 any of the above as such expenses are incurred; provided, however, that the such Selling Stockholders will Stockholder shall be subject to such liability 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 the untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance is based 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 provisionsInformation and provided, further, that the liability of a Selling Stockholder pursuant to under this subsection (b) of such Selling Stockholder shall be limited in the aggregate to an amount equal to the aggregate Purchase Price (less gross proceeds after underwriting discounts commissions and commissions discounts, but before deducting expenses) , to such Selling Stockholder from the sale of the Firm Offered Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.

Indemnification of Underwriters by Selling Stockholders. Each of the The Selling Stockholders Stockholders, severally in proportion to the number of Firm Securities to be sold by such Selling Stockholder hereunderand not jointly, will indemnify and hold harmless each 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, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, or any Issuer Free Writing Prospectus, Communication 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 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 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 InformationStockholder’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. Notwithstanding the foregoing provisions, the The liability of a any Selling Stockholder pursuant to this subsection (b) shall be limited in not exceed the aggregate to an amount equal to the aggregate Purchase Price total net proceeds (less underwriting discounts and commissions before deducting expenses) received by such Selling Stockholder from the sale of the Firm Securities sold by such Selling Stockholder under this Agreement less any amounts that such Selling Stockholder is obligated to pay under subsection (e) belowhereunder.