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, 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 in reliance upon and in conformity with any information furnished to the Company 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, any Marketing Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that the only such information furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information. The Selling Stockholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by the Selling Stockholder pursuant to this Agreement (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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to the extent that any such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by the Selling Stockholder in writing to the Company in writing by or on behalf of relating to the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Marketing Materials Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such the Selling Stockholder consists of such Selling Stockholder’s the Selling Stockholder Information. The aggregate amount of the Selling Stockholder Stockholder’s liability pursuant to this Section 9(b) and Section 9(e) shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to exceed the aggregate net amount of proceeds (received after deducting underwriting commissions and discounts, discounts but before deducting expenses) applicable to the Shares sold expenses by the Selling Stockholder pursuant to this Agreement (from the “Selling Stockholder Proceeds”)sale of its Shares hereunder.

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, but only to the extent that in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Selling Stockholder Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Marketing Materials Written Testing-the-Waters Communication or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf of such Selling Stockholder any Underwriter consists of the information described as such in subsection (c) below. The aggregate amount of the Selling Stockholder’s Selling Stockholder Information. The Selling Stockholder liability pursuant to this Section 9(b) shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to exceed the aggregate net amount of proceeds (received after deducting underwriting commissions and discounts, discounts but before deducting expenses) applicable to the Shares sold expenses by the Selling Stockholder pursuant to this Agreement (from the “Selling Stockholder Proceeds”)sale of its Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only to the extent that in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Selling Stockholder Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing ProspectusProspectus [, any Marketing Materials Written Testing-the-Waters Communication] or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf any Underwriter consists of the information described as such in paragraph (c) below; provided that the Selling Stockholder consists of shall be liable only to the extent that such Selling Stockholder’s untrue statement or alleged untrue statement or omission or alleged omission has been made in reliance upon and in conformity with the Selling Stockholder Information. The Selling Stockholder shall not be liable ; provided, further, that the aggregate liability under the indemnity agreement contained in this paragraph (b) and the contribution provisions of this Section 9 in excess paragraph (e) below of the Selling Stockholder shall be limited to an amount equal to the aggregate net proceeds initial public offering price of the Securities sold by such Selling Stockholder to the Underwriters (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by the Selling Stockholder pursuant to this Agreement (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 to the same extent as the indemnity set forth in paragraph (a) above, but only to the extent that in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Selling Stockholder Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Marketing Materials Written Testing-the-Waters Communication or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf of such Selling Stockholder any Underwriter consists of the information described as such in paragraph (c) below; provided that (1) 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 of a material fact made in reliance upon and in conformity with the Selling Stockholder Information. The Information and (2) the liability of the Selling Stockholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of pursuant to this Section 9 ‎9(b) shall be limited in excess of the aggregate to an amount equal to the aggregate net proceeds Purchase Price (after deducting less underwriting discounts and commissions and discounts, but before deducting payment of expenses) applicable to the of Shares sold by the Selling Stockholder pursuant to under this Agreement (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 to the same extent as the indemnity set forth in paragraph (a) above, but in each case only with respect to the extent that such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any the written information furnished to the Company 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)Preliminary Prospectus, any Issuer Free Writing Prospectus, any Marketing Materials or any the Pricing Disclosure Package or the Prospectus (including any Pricing Disclosure Package that has subsequently been amended)collectively, it being understood and agreed that the only such information furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s “Selling Stockholder Information. The ”); provided that the liability of the Selling Stockholder pursuant to this subsection (b) shall not be liable under exceed the indemnity agreement contained in this paragraph (x) product of the number of Shares sold by the Selling Stockholder and the contribution provisions public offering price of this Section 9 the Shares as set forth in excess of an amount equal the Prospectus less (y) commissions paid to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to Underwriters by the Selling Stockholder for the Shares sold by the Selling Stockholder pursuant to this Agreement (the “Selling Stockholder Proceeds”)Stockholder.

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

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 Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company and the Selling Stockholder), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises to the same extent as and in the indemnity manner set forth in paragraph Section 9(a)(i) and (aii) above, but ; provided that the Selling Stockholder shall be liable 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 has been made in reliance upon and in conformity with any information furnished to the Company in writing by or on behalf of the Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Marketing Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood ) in reliance upon and agreed that in conformity with the only such information furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information. The ; provided, further, that the liability under this subsection of the Selling Stockholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of limited to an amount equal to the aggregate net gross proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable , to the Selling Stockholder holder from the sale of Offered Shares sold by the Selling Stockholder pursuant to this Agreement (the “Selling Stockholder Proceeds”).hereunder

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, but only to the extent that in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Selling Stockholder Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Marketing Materials Prospectus or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf of such Selling Stockholder any Underwriter consists of the information described as such in subsection (c) below. The aggregate amount of the Selling Stockholder’s Selling Stockholder Information. The Selling Stockholder liability pursuant to this Section 9(b) shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to exceed the aggregate net amount of proceeds (received after deducting underwriting commissions and discounts, discounts but before deducting expenses) applicable to the Shares sold expenses by the Selling Stockholder pursuant to this Agreement (from the “Selling Stockholder Proceeds”)sale of its Shares hereunder.

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, but only with respect to the extent that such losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission to state a material fact made in reliance upon and in conformity with any information furnished by the Selling Stockholder in writing to the Company in writing by or on behalf of relating to the Selling Stockholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), ) or any Issuer Free Writing Prospectus, any Marketing Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that for purposes of this Agreement, the only such information so furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s the Selling Stockholder Information. The ; provided that the liability under this subsection of the Selling Stockholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of limited to an amount equal to the aggregate net gross proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable , to the Shares sold by the Selling Stockholder pursuant to this Agreement (from its sale of the “Selling Stockholder Proceeds”)Shares hereunder.

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder in proportion to the number of Shares to be sold by the Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only to the extent that 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 upon, and in conformity with with, any information relating to any Underwriter that is furnished to the Company in writing by or on behalf of such Underwriter through the Selling Stockholder Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Marketing Materials Prospectus or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf of such Selling Stockholder any Underwriter to the Company consists of the information described as such in subsection (c) below; provided, however, that the aggregate amount of the Selling Stockholder’s Selling Stockholder Information. The Selling Stockholder liability pursuant to this Section 9(b) shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to exceed the aggregate amount of net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold received by the Selling Stockholder pursuant to this Agreement (from the “Selling Stockholder Proceeds”)sale of its Shares hereunder.

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, but only with respect to the extent that such any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any the information furnished to the Company 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, any Marketing Materials Preliminary Prospectus or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)collectively, it being understood and agreed that the only such information furnished by or on behalf of such Selling Stockholder consists of such Selling Stockholder’s “Selling Stockholder Information. The ”); provided that the liability of the Selling Stockholder pursuant to this paragraph (b) shall not be liable under exceed the indemnity agreement contained in this paragraph (x) product of the number of Shares sold by the Selling Stockholder and the contribution provisions public offering price of this Section 9 the Shares as set forth in excess of an amount equal the Prospectus less (y) commissions paid to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to Underwriters by the Selling Stockholder for the Shares sold by the Selling Stockholder pursuant to this Agreement (the “Selling Stockholder Proceeds”)Stockholder.

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; provided, but however, that the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only to the extent that 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 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, any Marketing Materials Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf of such the Selling Stockholder consists of such the following information in the Prospectus furnished on behalf of the Selling Stockholder’s : the information in the table included in the prospectus supplement under the caption “Selling Stockholder” and the information included in the third, fourth, fifth and seventh paragraphs under the caption “Selling Stockholder” (such information, the “Selling Stockholder Information”). The Notwithstanding the foregoing, the aggregate indemnification liability of the Selling Stockholder hereunder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to exceed the aggregate net proceeds (received by the Selling Stockholder after deducting underwriting commissions and discounts, but before deducting expenses) applicable to , from the sale of the Shares sold by the Selling Stockholder pursuant to in the offering of Shares contemplated by this Agreement (such amount, the “Selling Stockholder Net 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, but provided that the Selling Stockholder’s agreement to indemnify and hold harmless hereunder shall only to the extent that 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 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, any Marketing Materials ) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf of such the Selling Stockholder consists of such Selling Stockholder’s the Selling Stockholder Information. The aggregate amount of the Selling Stockholder Stockholder’s liability pursuant to this Section 9(b) shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to exceed the aggregate net amount of proceeds (received after deducting underwriting commissions and discounts, discounts but before deducting expenses) applicable to the Shares sold expenses by the Selling Stockholder pursuant to this Agreement (from the “Selling Stockholder Proceeds”)sale of its Shares hereunder.

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, but only with respect to the extent that such any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission of a material fact made in reliance upon and in conformity with any information the Selling Stockholder Information furnished to the Company 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, any Marketing Materials “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that the only such information furnished by or on behalf of such the Selling Stockholder consists of such Selling Stockholder’s the Selling Stockholder Information. The Notwithstanding the foregoing provisions, the liability of the Selling Stockholder pursuant to this subsection (b) shall not be liable under limited in the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of aggregate to an amount equal to the aggregate net proceeds Purchase Price (after deducting less underwriting commissions discounts and discounts, but before deducting expensescommissions) applicable to of the Shares sold by the Selling Stockholder pursuant to under this Agreement (the “Selling Stockholder Proceeds”)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 (aSection 9(a) above, but only to the extent that in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Selling Stockholder Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Marketing Materials Written Testing-the-Waters Communication or any the Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed that the only such information furnished by or on behalf of such Selling Stockholder any Underwriter consists of the information described as such in Section 9(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 the Selling Stockholder Information. The Information and (ii) the liability of the Selling Stockholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of pursuant to this Section 9 9(b) shall be limited in excess of the aggregate to an amount equal to the aggregate net proceeds Purchase Price (after deducting less underwriting discounts and commissions and discounts, but before deducting payment of expenses) applicable to the of Shares sold by the Selling Stockholder pursuant to under this Agreement (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 Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company and the Selling Stockholder), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises to the same extent as and in the indemnity manner set forth in paragraph Section 9(a)(i) and (aii) above, but ; provided that the Selling Stockholder shall be liable 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 has been made in reliance upon and in conformity with any information furnished to the Company in writing by or on behalf of the Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file pursuant to Rule 433(d) of the Securities Act, any Marketing Material or the Prospectus (or any amendment or supplement thereto)) in reliance upon and in conformity with the Selling Stockholder Information provided by the Selling Stockholder; provided, any Issuer Free Writing Prospectusfurther, any Marketing Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that the only such information furnished by or on behalf liability under this subsection of such Selling Stockholder consists of such Selling Stockholder’s Selling Stockholder Information. The the Selling Stockholder shall not be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of limited to an amount equal to the aggregate net gross proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable , to the Selling Stockholder from the sale of Offered Shares sold by the Selling Stockholder pursuant to this Agreement hereunder (the “Selling Stockholder Net Proceeds”).

Indemnification of the Underwriters by the Selling Stockholder. The Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but provided that the Selling Stockholder shall only be liable in any such case 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 or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished to the Company 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, any Marketing Materials Written Testing-the-Waters Communication or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood in reliance upon and agreed that in conformity with the only such information furnished in writing to the Underwriters by or on behalf of such the Selling Stockholder consists as described in Section 4(e); provided, further, that the liability of such Selling Stockholder’s the Selling Stockholder Information. The Selling Stockholder shall not be liable under the indemnity agreement contained in pursuant to this paragraph (b) and the contribution provisions of this Section 9 in excess of an amount equal to by the aggregate Selling Stockholder under paragraph (e) below shall not exceed the net proceeds (after deducting underwriting commissions discounts and discountscommissions, but before without deducting expensesexpenses of the Company or the Selling Stockholder) applicable to received by the Selling Stockholder from the sale of the Option Shares sold by the Selling Stockholder pursuant to this Agreement (the “Selling Stockholder Proceeds”)hereunder.