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

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) the aggregate amount of the Selling Stockholder’s liability pursuant to this Section 9(b) shall not exceed the aggregate amount of gross proceeds received by the Selling Stockholder from the sale of the Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the same extent as statements therein, in light of the indemnity set forth in paragraph (a) abovecircumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Packagetherein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (cb) below; provided, however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) the aggregate amount of the Selling Stockholder’s liability pursuant to this Section 9(b) shall not exceed the aggregate amount of gross proceeds received by the Selling Stockholder from the sale of the Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the same extent as statements therein, in the indemnity set forth in paragraph (a) abovelight of the circumstances under which they were made, not misleading, in each case (x) only with reference to information relating to the Selling Stockholder furnished in writing by or on behalf of the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package and (y) except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Packagetherein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection paragraph (c) below; provided. Notwithstanding the provisions of this subsection (b), however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to liability of the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) the aggregate amount of the Selling Stockholder’s liability pursuant to this Section 9(bsubsection (b) shall not exceed the aggregate amount product of gross proceeds received the number of Shares sold by the Selling Stockholder from and the sale price of the Shares hereunderas set forth in the Prospectus (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to shall indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees and officers agents and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (any such “free writing prospectus” that was prepared by or on behalf of the Selling Stockholder or used or referred to by the same extent Selling Stockholder in connection with the offering of the Stock in violation of Section 7(c) being referred to as a “Selling Stockholder Free Writing Prospectus”), or (ii) the indemnity set forth omission or alleged omission to state in paragraph (a) aboveany Preliminary Prospectus, Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any Selling Stockholder Free Writing Prospectus, any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter, its affiliates, directors, officers, employees and agents and each such controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, its affiliates, directors, officers, employees and agents or controlling persons in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred, but, in each case except insofar as only to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of, of or are is based upon, any upon an untrue statement or alleged untrue statement in or omission or alleged untrue statement omission from any Preliminary Prospectus, Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or omission made in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any Selling Stockholder Free Writing Prospectus in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Selling Stockholder furnished to the Company in writing by Information. The aggregate liability of the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (under Section 10(b) and Section 10(e) or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) claim for breach of representations and (ii) the aggregate amount warranties of the Selling Stockholder’s liability pursuant Stockholder contained in Section 2 shall be limited to this Section 9(b) shall not exceed the aggregate amount of gross proceeds net proceeds, after underwriting discounts but before deducting expenses received by the Selling Stockholder Stockholder, from the sale offering of the Shares hereundershares of the Stock purchased under the Agreement received by the Selling Stockholder, as set forth in the table on the cover page of the Prospectus.

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

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) the Selling Stockholder’s agreement Stockholder will only be liable in any such case to indemnify and hold harmless hereunder shall only apply insofar as the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of, of or are is based upon, any upon an untrue statement or alleged untrue statement in or omission or alleged untrue statement or omission made from any of such documents in reliance upon on and in conformity with any written information relating to the such Selling Stockholder furnished to the Company in writing specifically and expressly provided by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package Package, it being understood and agreed that has subsequently been amended) the only such information furnished by the Selling Stockholder is the name, address and (ii) share ownership of such Selling Stockholder in the aggregate amount Registration Statement and the Prospectus under the caption “Selling Stockholders” or “Selling Stockholder;” and provided further, that the liability of the Selling Stockholder’s liability Stockholder pursuant to this Section 9(bsubsection (b) shall not exceed the aggregate amount of gross proceeds received after underwriting commissions and discounts, but before expenses, from the sale of Shares by the Selling Stockholder from the sale of the Shares hereunderpursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveAct, in each case except insofar as such from and against any and all losses, claims, damages and liabilities (including, without limitation, the reasonable legal fees and other reasonable expenses incurred in connection with any suit, action or liabilities proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the most recent Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Non-Prospectus Road Show or any “free writing prospectus” (as defined in Rule 405 under the Securities Act) prepared by or on behalf of such Selling Stockholder or used or referred to by such Selling Stockholder in connection with the offering of the Shares in violation of Section 6(c) hereof (a “Selling Stockholder Free Writing Prospectus”), (ii) the omission or alleged untrue statement omission to state in the Registration Statement, the most recent Preliminary Prospectus, the Prospectus or omission in any amendment or supplement thereto or in any Permitted Issuer Information, any Non-Prospectus Road Show or any Selling Stockholder Free Writing Prospectus any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the indemnity agreement of such Selling Stockholder set forth in this paragraph 9(b) shall be limited (other than in respect of any Selling Stockholder Free Writing Prospectus) to such statements or omissions that are made in reliance upon and in conformity with any information relating to any Underwriter such Selling Stockholder furnished to the Company in writing by such Underwriter through the Representative Selling Stockholder expressly for use in the Registration Statement, the most recent Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or in any Pricing Disclosure Package, amendment or supplement thereto (it being understood and agreed that the only such information furnished by any Underwriter the Selling Stockholder to the Company consists of the information described as such in subsection (c) below; provided, however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information specifically relating to the Selling Stockholder furnished set forth in the table and notes thereto under the caption “Selling Stockholder” in the most recent Preliminary Prospectus and the Prospectus). The aggregate liability of the Selling Stockholder under the indemnity agreement contained in this paragraph 9(b) and the contribution agreement contained in paragraph 9(e) shall be limited in an amount equal to the Company in writing aggregate net proceeds of the Shares sold by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) the aggregate amount of the Selling Stockholder’s liability pursuant to under this Section 9(b) shall not exceed the aggregate amount of gross proceeds received by the Selling Stockholder from the sale of the Shares hereunderAgreement.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the same extent as Securities Act, the indemnity set forth Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in paragraph (a) abovesettlement of any litigation, in each case except if such settlement is effected with the written consent of the Selling Stockholder), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below or as otherwise permitted pursuant to Section 9(e) hereof) arises out ofof or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or are based uponany amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, or the Prospectus (or any amendment or supplement to the foregoing), or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement only applies to the extent that such untrue statement or alleged untrue statement or omission or alleged untrue statement omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus or omission made the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with any the Selling Stockholder Information (as defined below). Each of the Underwriters hereby acknowledge and agree that the only information relating to any Underwriter that the Selling Stockholder has furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that to the only such information furnished by any Underwriter consists of the information described as such in subsection (cforegoing) below; provided, however, that is (i) the legal name, address and the number of shares of Common Stock beneficially owned by the Selling Stockholder’s agreement to indemnify , before and hold harmless hereunder shall only apply insofar as such lossesafter the offering, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity (ii) the other information with any information relating respect to the Selling Stockholder furnished which appears in the table (and corresponding footnotes) under the caption “Selling Stockholder” (with respect to the Company in writing by Selling Stockholder, the “Selling Stockholder expressly for use Information”) in each case, in the Registration Statement, Preliminary Prospectus Supplement and the Final Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) the Supplement. The aggregate amount liability of the Selling Stockholder’s liability pursuant Stockholder under the indemnification provisions contained in this paragraph and the contribution provisions in Section 10 shall be limited to this Section 9(b) shall not exceed an amount equal to the aggregate amount Public Offering Price (less underwriting discounts and commissions) of gross proceeds received the Offered Shares sold by the Selling Stockholder from under this Agreement (the sale of the Shares hereunder“Selling Stockholder Net Proceeds”).

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or controlling person may become subject, under the same extent Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the indemnity set forth in paragraph Registration Statement, any preliminary prospectus or the Prospectus (a) aboveor any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case except insofar as to the extent, but only to the extent, that such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use therein; and to reimburse each Underwriter, or any such officer, employee or controlling person for any legal and other expense reasonably incurred by such Underwriter, or any such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, further, that the Registration Statementliability of the Selling Stockholder under the foregoing indemnity agreement shall be limited to an amount equal to the initial public offering price of the Offered Shares sold by such Selling Stockholder, less the underwriting discount, as set forth on the front cover page of the Prospectus; provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto)) was not sent or given by or on behalf of such Underwriter to such person, any Issuer Free Writing Prospectus if required by law so to have been delivered, at or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) prior to the aggregate amount written confirmation of the Selling Stockholder’s liability pursuant to this Section 9(b) shall not exceed the aggregate amount of gross proceeds received by the Selling Stockholder from the sale of the Offered Shares hereunderto such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Selling Stockholder may otherwise have.]

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the same extent Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the indemnity set forth Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in paragraph any preliminary prospectus, the Time of Sale Prospectus, any road show, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, or the Prospectus (aor any such amendment or supplement) aboveor the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case except insofar as to the extent, but only to the extent, that such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, any road show, such free writing prospectus, the Prospectus (or omission made any such amendment or supplement), in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder in writing expressly for use therein; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all reasonable and documented expenses (including the reasonable fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided that the liability under this Section 9(b) of the Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting discounts, but before expenses, to the Selling Stockholder from the sale of Shares sold by the Selling Stockholder hereunder. The Representative hereby acknowledges that the only information that the Selling Stockholder has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amendedto the foregoing) and (ii) are the aggregate amount of statements set forth under the caption “Selling Stockholder’s liability pursuant to ” in the Preliminary Prospectus Supplement and the Final Prospectus Supplement. The indemnity agreement set forth in this Section 9(b) shall not exceed the aggregate amount of gross proceeds received by be in addition to any liabilities that the Selling Stockholder from the sale of the Shares hereundermay otherwise have.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (aSection 9(a) above, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (cSection 9(c) below; provided, however, provided that (i) the obligation of the Selling Stockholder’s agreement Stockholder pursuant to indemnify and hold harmless hereunder this Section 9(b) shall arise only apply insofar as to the extent that such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information concerning or relating to the Selling Stockholder furnished to the Company in writing by the such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package Package, it being understood that the only such information furnished by the Selling Stockholder to the Company in writing consists of (including any Pricing Disclosure Package that has subsequently been amendedi) the ownership information for the Selling Stockholder in the Prospectus under the captions “Summary—The offering—Common stock to be outstanding after this offering and our concurrent repurchase of shares from the selling stockholder, assuming the underwriters’ over-allotment option is exercised in full” and “Selling Stockholder” and (ii) the aggregate amount statements in the third paragraph of the Selling Stockholder’s liability pursuant to this Section 9(b) shall not exceed press release, dated June 14, 2010, filed as a free writing prospectus with the aggregate amount of gross proceeds received Commission on June 15, 2010 (accepted by the Selling Stockholder from the sale of the Shares hereunderCommission on June 14, 2010).

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors directors, managing members and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with reference to information relating to the Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto; it being understood and agreed that the only written information furnished to the Company by the Selling Stockholder expressly for use in the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements thereto is the information relating to such Selling Stockholder set forth in the section “Selling Stockholder” (except for the percentages set forth therein), in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any the Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) the aggregate amount of the Selling Stockholder’s liability pursuant to this Section 9(b) shall not exceed the aggregate amount of gross proceeds received by the Selling Stockholder from the sale of the Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify indemnify, defend and hold harmless each Underwriter, its affiliates, directors and officers Underwriter and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth other person specified in paragraph subsection (a) aboveof this Section 8 from and against any loss, damage, expense, liability or claim (including the reasonable cost of any investigation incurred in each case except connection therewith) any such Underwriter or any such other person may incur as specified in such subsection, insofar as such lossesloss, claimsdamage, damages expense, liability or liabilities arise claim arises out ofof or is based upon (i) any of the matters specified in subsection (a) of this Section 8, (ii) any untrue statement or alleged untrue statement made by the Selling Stockholder in Section 1(B) hereof or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) of Section 8(a) above, provided, however, that the Selling Stockholder shall not be liable under this clause (iii) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by A.X. Xxxxxxx) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, further, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Disclosure Package or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter the Representative on behalf of the Underwriters to the Company consists of the information described as such in subsection (c) below. The liability of the Selling Stockholder pursuant to this Section 8(b) shall be limited to an amount equal to the initial public offering price of the Offered Shares sold by the Selling Stockholder, less the underwriting discount, as set forth on the front cover page of the Prospectus; providedprovided that there shall be no such limit on the liability of the Selling Stockholder pursuant to this Section 8(b) for any loss, howeverclaim, that (i) damage, liability or expense related to the Selling Stockholder’s representations and warranties in Section 1(B) hereof. The indemnity agreement set forth in this Section 8(b) shall be in addition to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or any liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to that the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) the aggregate amount of the Selling Stockholder’s liability pursuant to this Section 9(b) shall not exceed the aggregate amount of gross proceeds received by the Selling Stockholder from the sale of the Shares hereundermay otherwise have.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to shall indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees and officers agents and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter, affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any “free writing prospectus” (as defined in Rule 405 under the Securities Act) (any such “free writing prospectus” that was prepared by or on behalf of the Selling Stockholder or used or referred to by the same extent Selling Stockholder in connection with the offering of the Stock in violation of Section 7(b) being referred to as a “Selling Stockholder Free Writing Prospectus”), or (ii) the indemnity set forth omission or alleged omission to state in paragraph any Preliminary Prospectus, Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any Selling Stockholder Free Writing Prospectus, any material fact required to be stated therein or necessary to make the statements therein (aand except in the case of the Registration Statement, in light of the circumstances under which they were made) abovenot misleading, and shall reimburse each Underwriter, its affiliates, directors, officers, employees and agents and each such controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, its affiliates, directors, officers, employees and agents or controlling persons in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred, but, in each case except insofar as only to the extent that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of, of or are is based upon, any upon an untrue statement or alleged untrue statement in or omission or alleged untrue statement omission from any Preliminary Prospectus, Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or omission made in any amendment or supplement thereto or in any Permitted Issuer Information, any Marketing Materials, any Blue Sky Application or any Selling Stockholder Free Writing Prospectus in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Selling Stockholder furnished to the Company in writing by Information. The aggregate liability of the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (under Section 10(b) and Section 10(e) or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) claim for breach of representations and (ii) the aggregate amount warranties of the Selling Stockholder’s liability pursuant Stockholder contained in Section 2 shall be limited to this Section 9(b) shall not exceed the aggregate amount of gross proceeds net proceeds, after underwriting discounts but before deducting expenses received by the Selling Stockholder Stockholder, from the sale offering of the Shares hereundershares of the Stock purchased under the Agreement received by the Selling Stockholder, as set forth in the table on the cover page of the Prospectus.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to will indemnify and hold harmless each UnderwriterIndemnified Party against any and all losses, its affiliatesclaims, directors and officers and each persondamages or liabilities, if anyjoint or several, who controls to which such Underwriter within Indemnified Party may become subject, under the meaning of Section 15 of the Securities Act or Section 20 of Act, the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveAct, in each case except 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, of or are based upon, upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein 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 Selling Stockholder will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission made or alleged omission from any of such documents in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such an Underwriter through the Representative expressly Representatives specifically for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Packagetherein, 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; providedprovided further, however, that the aggregate liability of the Selling Stockholder pursuant to this subsection (b) and subsection (e) below shall not exceed the product of (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Selling Stockholder furnished to the Company in writing number of Securities sold by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) the aggregate amount of the Selling Stockholder’s liability pursuant to this Section 9(bAgreement, including any Optional Securities, and (b) shall not exceed the aggregate amount of gross proceeds received by public offering price per Security, as set forth on the Selling Stockholder from the sale cover page of the Shares hereunderFinal Prospectus.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliatesdirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to the same extent as the indemnity set forth in paragraph (a) abovewhich such Underwriter, in each case except director, officer, employee, agent or controlling person may become subject, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out of, of or are is based upon, (i) upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any Non-IFWP Road Show, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of one counsel chosen by JPMorgan) as such expenses are reasonably incurred by such Underwriter, its officers, directors, employees and agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any Pricing Disclosure Packageamendment or supplement thereto) or any Non-IFWP Road Show, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (cSection 9(c) belowhereof; provided, howeverfurther, that (inotwithstanding anything herein to the contrary, the indemnity provided in this Section 9(b) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to by the Selling Stockholder is limited to information furnished to the Company in writing by or on behalf of the Selling Stockholder expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus ) or any Pricing Disclosure Package (including any Pricing Disclosure Package Non-IFWP Road Show; and provided, further, that has subsequently been amended) and (ii) the aggregate amount liability under this subsection of the Selling Stockholder’s liability pursuant Stockholder shall be limited to this Section 9(b) shall not exceed an amount equal to the aggregate amount of gross proceeds received by after underwriting commissions and discounts, but before expenses, to the Selling Stockholder from the sale of Common Shares sold by the Shares Selling Stockholder hereunder. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Selling Stockholder may otherwise have.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to will indemnify and hold harmless each UnderwriterIndemnified Party against any and all losses, its affiliatesclaims, directors and officers and each persondamages or liabilities, if anyjoint or several, who controls to which such Underwriter within Indemnified Party may become subject, under the meaning of Section 15 of the Securities Act or Section 20 of Act, the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveAct, in each case except 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, of or are based upon, upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any 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 Selling Stockholder will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission made or alleged omission from any of such documents in reliance upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing by such an Underwriter through the Representative expressly Representatives specifically for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Packagetherein, 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; providedprovided further, however, that the aggregate liability of the Selling Stockholder pursuant to this subsection (b) and subsection (e) below shall not exceed the product of (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Selling Stockholder furnished to the Company in writing number of Securities sold by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) the aggregate amount of the Selling Stockholder’s liability pursuant to this Section 9(bAgreement, including any Optional Securities, and (b) shall not exceed the aggregate amount of gross proceeds received by public offering price per Security, as set forth on the Selling Stockholder from the sale cover page of the Shares hereunderFinal Prospectus.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees Stockholders agree to indemnify and hold harmless each Underwriter, its affiliatesdirectors, directors officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter, director, officer, employee, agent or controlling person may become subject, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the same extent as Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A, Rule 430B or Rule 430C under the indemnity set forth Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in paragraph any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (aor any amendment or supplement thereto) aboveor the omission or alleged omission therefrom of a material fact, in each case except insofar case, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and to reimburse each Underwriter, its officers, directors, employees, agents and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by BAS) as such losses, claims, damages or liabilities arise out ofexpenses are reasonably incurred by such Underwriter, or are its officers, directors, employees, agents or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with any written information relating to any Underwriter furnished to the Company in writing Selling Stockholders by such any Underwriter through the Representative BAS expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information in- formation furnished by any Underwriter consists of the information described as such in subsection (cSection 8(c) belowhereof; provided, howeverfurther that the foregoing indemnity agreement shall apply only to any loss, that (i) claim, damage, liability or expense to the Selling Stockholder’s agreement extent, but only to indemnify and hold harmless hereunder shall only apply insofar as such lossesthe extent, claims, damages arising out of or liabilities arise out of, based upon any untrue statement or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with any written information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder Stockholders expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package further, that has subsequently been amended) and (ii) the aggregate liability under this subsection and Section 9 of each Selling Stockholder shall be limited to an amount of the Selling Stockholder’s liability pursuant equal to this Section 9(b) shall not exceed the aggregate amount of gross proceeds received by the after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Shares sold by the Shares Selling Stockholders hereunder. The Underwriters hereby acknowledge that the only information that each Selling Stockholder has furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the respective statements set forth in the Prospectus under the heading “Selling Stockholder.” The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Company and the Selling Stockholders may otherwise have.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or controlling person may become subject, under the same extent Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Directed Shares have been offered or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in the indemnity set forth in paragraph Registration Statement, any preliminary prospectus or the Prospectus (a) aboveor any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case except insofar as to the extent, but only to the extent, that such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use therein; and to reimburse each Underwriter, or any such officer, employee or controlling person for any legal and other expense reasonably incurred by such Underwriter, or any such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, further, that the Registration Statementliability of the Selling Stockholder under the foregoing indemnity agreement shall be limited to an amount equal to the initial public offering price of the Offered Shares sold by such Selling Stockholder, less the underwriting discount, as set forth on the front cover page of the Prospectus; provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Offered Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto)) was not sent or given by or on behalf of such Underwriter to such person, any Issuer Free Writing Prospectus if required by law so to have been delivered, at or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) prior to the aggregate amount written confirmation of the Selling Stockholder’s liability pursuant to this Section 9(b) shall not exceed the aggregate amount of gross proceeds received by the Selling Stockholder from the sale of the Offered Shares hereunderto such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Selling Stockholder may otherwise have.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act against any loss, claim, damage, liability or Section 20 of expense, as incurred, to which such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act to or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the same extent as written consent of the indemnity set forth in paragraph (a) aboveSelling Stockholder), in each case except insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out ofof or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or are based uponany amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading but only to the extent that the untrue statement or alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating to any Underwriter the Selling Stockholder furnished in writing to the Company in writing by such Underwriter through or with the Representative approval of the Selling Stockholder expressly for use in the Registration Statement, Statement or any amendments or supplements thereto; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Packagethe omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, it being understood and agreed in the light of the circumstances under which they were made, not misleading but only to the extent that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating to the Selling Stockholder furnished in writing to the Company in writing by or with the approval of the Selling Stockholder expressly for use in the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendments or supplements thereto; (iii) in whole or in part upon any inaccuracy in the representations and warranties of the Selling Stockholder contained herein; or (iv) in whole or in part upon any failure of the Selling Stockholder to perform its obligations hereunder or under law; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the fees and disbursements of one counsel chosen by BAS and Piper) as such expenses are reasonably incurred by such Underwriter or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Selling Stockholders by the Representatives expressly for use in any the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); and provided, further, that with respect to the Preliminary Prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Issuer Free Writing Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented, if the Selling Stockholder shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each Underwriter hereby acknowledges that the only information that the Selling Stockholder furnished to the Company expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amendedamendment or supplement thereto) are the respective statements concerning the Selling Stockholder set forth in the table under the caption “Principal and (ii) Selling Stockholders” in the aggregate amount Prospectus and associated footnotes thereto. The liability of the Selling Stockholder’s liability pursuant to Stockholder under the indemnity agreement contained in this Section 9(bparagraph 8(b) shall not exceed be limited to an amount equal to the aggregate amount of gross net proceeds received by the Selling Stockholder from the sale offering of the Optional Common Shares hereundersold by the Selling Stockholder pursuant to this Agreement.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided. Irrespective of the foregoing, howevera Selling Stockholder will only be liable in any case to the extent, but only to the extent, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of, or are is based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Selling Stockholder furnished to the Company in writing by the such Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package Package, it being understood that has subsequently been amended) and (ii) the aggregate amount only such information furnished by each Selling Stockholder consists of the statements contained with respect to such Selling Stockholder’s liability pursuant to this Section 9(b) Stockholder under the caption “Principal and Selling Stockholders”; provided, however, that in no case shall not exceed any Selling Stockholder be liable or responsible for any amount in excess of the aggregate amount of gross proceeds received by the such Selling Stockholder from the sale of Shares by such Selling Stockholder pursuant to the Shares hereundertransactions contemplated hereby.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliatesofficers and employees, directors and officers and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such controlling person may become subject, under the same extent as Securities Act, the indemnity set forth Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in paragraph (a) abovesettlement of any litigation, in each case except if such settlement is effected with the written consent of the Selling Stockholder), insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities arise expense (or actions in respect thereof as contemplated below) arises out ofof or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or are any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that with respect to any such loss, claim, damage, liability or expense arising out of or based upon, upon any untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Packagethe Selling Stockholder shall be liable to the extent, it being understood and agreed that but only to the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, howeverextent, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission is made in reliance upon and in conformity with any written information relating to the Selling Stockholder furnished to the Company in writing or the Representatives by or on behalf of the Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Common Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense; and provided, further, that the liability of the Selling Stockholder under the foregoing indemnity agreement shall be limited to an amount equal to the public offering price of the Common Shares sold by the Selling Stockholder, less the underwriting discount, as set forth on the front cover of the Prospectus. Each of the Company and the Underwriters hereby acknowledges that the only information that the Selling Stockholder has furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing preliminary prospectus or the Prospectus (or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amendedamendment or supplement thereto) and (ii) are the aggregate amount name of the Selling Stockholder’s liability pursuant to this Section 9(b) shall not exceed , the aggregate amount number of gross proceeds received shares of Common Stock beneficially owned and offered by the Selling Stockholder from set forth opposite the sale Selling Stockholder’s name under the caption “Selling Stockholder” in the Registration Statement, any preliminary prospectus and the Prospectus and the statements made in footnote 2 under the caption “Selling Stockholder” on page 32 of the Shares hereunderRegistration Statement, any preliminary prospectus and the Prospectus; and the Selling Stockholder confirms that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the Selling Stockholder may otherwise have.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the same extent as statements therein, in the indemnity set forth in paragraph (a) abovelight of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Packagetherein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection paragraph (c) below; provided. Notwithstanding the provisions of this subsection (b), however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to liability of the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) the aggregate amount of the Selling Stockholder’s liability pursuant to this Section 9(bsubsection (b) shall not exceed the aggregate amount product of gross proceeds received the number of Shares sold by the Selling Stockholder from and the sale price of the Shares hereunderas set forth in the Prospectus (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the same extent as statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the indemnity set forth Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in paragraph (a) aboveorder to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as to the extent, but only to the extent, that such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made with respect to information relating to the Selling Stockholder, it being understood and agreed that (x) the only such information relating to the Selling Stockholder consists of the information that appears under the captions “Summary – Our selling stockholder” and “Selling Stockholder” in the Prospectus and (y) the Selling Stockholder shall have no liability or indemnity obligations whatsoever with respect to the manner in which any discount or commission payable to the Underwriters pursuant to this Agreement is disclosed in any of the Registration Statement, the Prospectus, the Preliminary Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus, including, without limitation, the refund provided by Section 2(c) of this Agreement; provided, however, that the Selling Stockholder will not be liable in any such case to the extent that such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such an Underwriter through the Representative Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Packagetherein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, further, however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to liability under this subsection of the Selling Stockholder furnished shall be limited to an amount equal to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) the aggregate amount of the Selling Stockholder’s liability pursuant to this Section 9(b) shall not exceed the aggregate amount of gross proceeds received by after underwriting commissions and discounts, but before expenses, to the Selling Stockholder from the sale of the Underwritten Shares sold by the Selling Stockholder hereunder.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliatestheir officers and employees, directors and officers and each person, if any, who controls each such Underwriter within the meaning of Section 15 the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which each such Underwriter or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430A under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Packagethe omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, it being understood and agreed that in the only such information furnished by any Underwriter consists light of the information described circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter or such controlling person in subsection (c) belowconnection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that (i) the Selling Stockholder’s foregoing indemnity agreement to indemnify and hold harmless hereunder shall only apply insofar as in each case to the extent but only to the extent such losses, claims, damages damages, liabilities, expenses or liabilities arise out of, or actions are based upon, caused by any such untrue statement or omission or alleged untrue statement or omission made in reliance based upon and in conformity with any information relating to the Selling Stockholder furnished to the Company in writing by the such Selling Stockholder expressly for use therein as specified in the Registration Statement, the Prospectus (or any amendment or supplement theretoSection 2(g), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended) and (ii) the aggregate amount of the Selling Stockholder’s liability pursuant to . The indemnity agreement set forth in this Section 9(b10(b) shall not exceed the aggregate amount of gross proceeds received by be in addition to any liabilities that the Selling Stockholder from the sale of the Shares hereundermay otherwise have.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to will indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, to which such person may become subject, under the Securities Act to the same extent as the indemnity set forth in paragraph (a) aboveor otherwise, in each case except insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, any upon an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use of a material fact contained in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure PackageMarketing Materials, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, of or are based uponupon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, any in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto)) or any Marketing Materials, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder with respect to the Selling Stockholder expressly for use therein; and will reimburse each such person for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus, the Prospectus (or any Pricing Disclosure Package amendment or supplement thereto) or any Marketing Materials, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter relating to any Underwriter expressly for use therein (including any Pricing Disclosure Package the “Underwriter Information”); further provided, however, that has subsequently been amended) and (ii) the aggregate amount liability of the Selling Stockholder’s liability Stockholder pursuant to this Section 9(bsubsection (c) shall not exceed the aggregate amount proceeds (net of gross proceeds received by the Selling Stockholder any underwriting discounts and commissions but before deducting expenses) from the sale of the Shares hereundersold by the Selling Stockholder hereunder (the “Selling Stockholder Proceeds”).

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors directors, officers, employees and officers agents, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the same extent Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the indemnity set forth Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in paragraph any preliminary prospectus, the Time of Sale Prospectus, any road show, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, or the Prospectus (aor any such amendment or supplement) aboveor the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case except insofar as to the extent, but only to the extent, that such losses, claims, damages untrue statement or liabilities arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, any road show, such free writing prospectus, the Prospectus (or omission made any such amendment or supplement), in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that (i) the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only apply insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Selling Stockholder furnished to the Company in writing by the Selling Stockholder in writing expressly for use therein; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all documented expenses (including the reasonable fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided that the liability under this Section 9(b) of the Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting discounts, but before expenses, to the Selling Stockholder from the sale of Shares sold by the Selling Stockholder hereunder. The Representative hereby acknowledges that the only information that the Selling Stockholder has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amendedto the foregoing) and (ii) are the aggregate amount of statements set forth under the caption “Selling Stockholder’s liability pursuant to ” in the Preliminary Prospectus Supplement and the Final Prospectus Supplement. The indemnity agreement set forth in this Section 9(b) shall not exceed the aggregate amount of gross proceeds received by be in addition to any liabilities that the Selling Stockholder from the sale of the Shares hereundermay otherwise have.