#[[Organization A:Organization]] agrees to indemnify and hold harmless each Notice Holder, each person, if any, who controls any Notice Holder within the meaning of either Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act, any underwriter (as defined in the U.S. Securities Act) for such Notice Holder, and each affiliate (as defined in Rule 144) of any Notice Holder within the meaning of Rule 405 under the U.S. Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), as incurred, caused by or that are based upon or arise as of any untrue statement or alleged untrue statement of a material fact contained in any Resale Document or any Issuer Free Writing Prospectus prepared by it or authorized by it in writing for use by such Notice Holder (as amended or supplemented if [[Organization A:Organization]] shall have furnished any amendments or supplements thereto), caused by 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, in the light of the circumstances under which they were made, except to the extent such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Notice Holder furnished to [[Organization A:Organization]] in writing by or on behalf of such Notice Holder expressly for use therein; provided that the foregoing indemnity shall not inure to the benefit of any Notice Holder (or to the benefit of any person controlling such Notice Holder) from whom the person asserting such losses, claims, damages or liabilities purchased the Registrable Securities, if a copy of the Prospectus or the Issuer Free Writing Prospectus (both as then amended or supplemented if [[Organization A:Organization]] shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Notice Holder to such person, if required by law so to have been delivered at or prior to the written confirmation of the sale of the Registrable Securities to such person, and if the Prospectus or the Issuer Free Writing Prospectus (both as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by [[Organization A:Organization]] under this Agreement.

#[[Organization A:Organization]] agrees toIndemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless [[Organization A:Organization]], its directors, officers, agents and employees, each Notice Holder, each person, if any,Person who controls any Notice Holder within[[Organization A:Organization]] (within the meaning of either Section 15 of the U.S. Securities Act orand Section 20 of the U.S. Exchange Act, any underwriter (as defined inAct), and the U.S. Securities Act) fordirectors, officers, agents or employees of such Notice Holder, and each affiliate (as defined in Rule 144) of any Notice Holder withincontrolling Persons, to the meaning of Rule 405 under the U.S. Securities Actfullest extent permitted by applicable law, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim),Losses, as incurred, caused byto the extent arising out of or that are based upon or arise as ofsolely upon: any untrue statement or alleged untrue statement of a material fact contained in any Resale DocumentRegistration Statement, any Prospectus, or in any Issuer Free Writing Prospectus prepared by itamendment or authorized by itsupplement thereto or in writing for use by such Notice Holder (as amendedany preliminary prospectus, or supplemented if [[Organization A:Organization]] shall have furnished any amendmentsarising out of or supplements thereto), caused byrelating to any omission or alleged omission to state thereinof a material fact required to be stated therein or necessary to make the statements therein not misleading,(in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made, exceptmade) not misleading # to the extent such losses, claims, damages or liabilities are caused by anyextent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission based uponis contained in any information relating to any Noticeso furnished in writing by such Holder furnished to [[Organization A:Organization]] expressly for inclusion in such Registration Statement or such Prospectus or # to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by or on behalf of such Notice Holder expressly for use therein; providedin a Registration Statement (it being understood that the foregoing indemnityHolder has approved [Annex 2.1].1 hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall not inurethe liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the benefitamount of any Noticedamages such Holder (orhas otherwise been required to the benefit of any person controlling such Notice Holder) from whom the person asserting such losses, claims, damages or liabilities purchased the Registrable Securities, if a copy of the Prospectus or the Issuer Free Writing Prospectus (both as then amended or supplemented if [[Organization A:Organization]] shall have furnished any amendments or supplements thereto) was not sent or givenpay by or on behalfreason of such Noticeuntrue statement or omission) received by such Holder to such person, if required by law so to have been delivered at or prior to the written confirmation ofupon the sale of the Registrable Securities to such person, and ifincluded in the Prospectus or the Issuer Free Writing Prospectus (both as so amended or supplemented) would have cured the defectRegistration Statement giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by [[Organization A:Organization]] under this Agreement.indemnification obligation.

#[[Organization A:Organization]] agrees toIndemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless [[Organization A:Organization]], its directors, officers, agents and employees, each Notice Holder, each person, if any,Person who controls any Notice Holder within[[Organization A:Organization]] (within the meaning of either Section 15 of the U.S. Securities Act orand Section 20 of the U.S. Exchange Act, any underwriter (as defined inAct), and the U.S. Securities Act) fordirectors, officers, agents or employees of such Notice Holder, and each affiliate (as defined in Rule 144) of any Notice Holder withincontrolling Persons, to the meaning of Rule 405 under the U.S. Securities Actfullest extent permitted by applicable law, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim),Losses, as incurred, caused byto the extent arising out of or that are based upon or arise as ofsolely upon: any untrue statement or alleged untrue statement of a material fact contained in any Resale DocumentRegistration Statement, any Prospectus, or in any Issuer Free Writing Prospectus prepared by itamendment or authorized by itsupplement thereto or in writing for use by such Notice Holder (as amendedany preliminary prospectus, or supplemented if [[Organization A:Organization]] shall have furnished any amendmentsarising out of or supplements thereto), caused byrelating to any omission or alleged omission to state thereinof a material fact required to be stated therein or necessary to make the statements therein not misleading,(in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made, exceptmade) not misleading # to the extent such losses, claims, damages or liabilities are caused by anyextent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission based uponis contained in any information relating to any Noticeso furnished in writing by such Holder furnished to [[Organization A:Organization]] expressly for inclusion in such Registration Statement or such Prospectus or # to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by or on behalf of such Notice Holder expressly for use therein; providedin a Registration Statement (it being understood that the foregoing indemnityHolder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall not inurethe liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the benefitamount of any Noticedamages such Holder (orhas otherwise been required to the benefit of any person controlling such Notice Holder) from whom the person asserting such losses, claims, damages or liabilities purchased the Registrable Securities, if a copy of the Prospectus or the Issuer Free Writing Prospectus (both as then amended or supplemented if [[Organization A:Organization]] shall have furnished any amendments or supplements thereto) was not sent or givenpay by or on behalfreason of such Noticeuntrue statement or omission) received by such Holder to such person, if required by law so to have been delivered at or prior to the written confirmation ofupon the sale of the Registrable Securities to such person, and ifincluded in the Prospectus or the Issuer Free Writing Prospectus (both as so amended or supplemented) would have cured the defectRegistration Statement giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by [[Organization A:Organization]] under this Agreement.indemnification obligation.

#[[Organization A:Organization]] agrees toIndemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless [[Organization A:Organization]], its directors, officers, agents and employees, each Notice Holder, each person, if any,Person who controls any Notice Holder within[[Organization A:Organization]] (within the meaning of either Section 15 of the U.S. Securities Act orand Section 20 of the U.S. Exchange Act, any underwriter (as defined inAct), and the U.S. Securities Act) fordirectors, officers, agents or employees of such Notice Holder, and each affiliate (as defined in Rule 144) of any Notice Holder withincontrolling Persons, to the meaning of Rule 405 under the U.S. Securities Actfullest extent permitted by applicable law, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim),Losses, as incurred, caused byto the extent arising out of or that are based upon or arise as ofsolely upon: any untrue statement or alleged untrue statement of a material fact contained in any Resale DocumentRegistration Statement, any Prospectus, or in any Issuer Free Writing Prospectus prepared by itamendment or authorized by itsupplement thereto or in writing for use by such Notice Holder (as amendedany preliminary prospectus, or supplemented if [[Organization A:Organization]] shall have furnished any amendmentsarising out of or supplements thereto), caused byrelating to any omission or alleged omission to state thereinof a material fact required to be stated therein or necessary to make the statements therein not misleading,(in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made, exceptmade) not misleading # to the extent such losses, claims, damages or liabilities are caused by anyextent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission based uponis contained in any information relating to any Noticeso furnished in writing by such Holder furnished to [[Organization A:Organization]] expressly for inclusion in such Registration Statement or such Prospectus or # to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by or on behalf of such Notice Holder expressly for use therein; providedin a Registration Statement (it being understood that the foregoing indemnityHolder has approved [Annex A] hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall not inurethe liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the benefitamount of any Noticedamages such Holder (orhas otherwise been required to the benefit of any person controlling such Notice Holder) from whom the person asserting such losses, claims, damages or liabilities purchased the Registrable Securities, if a copy of the Prospectus or the Issuer Free Writing Prospectus (both as then amended or supplemented if [[Organization A:Organization]] shall have furnished any amendments or supplements thereto) was not sent or givenpay by or on behalfreason of such Noticeuntrue statement or omission) received by such Holder to such person, if required by law so to have been delivered at or prior to the written confirmation ofupon the sale of the Registrable Securities to such person, and ifincluded in the Prospectus or the Issuer Free Writing Prospectus (both as so amended or supplemented) would have cured the defectRegistration Statement giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by [[Organization A:Organization]] under this Agreement.indemnification obligation.

#[[Indemnification by [[Organization A:B:Organization]]. [[Organization B:Organization]] agrees toshall, notwithstanding any termination of this Agreement, indemnify and hold harmless each NoticeHolder, the officers, directors, agents, partners, members, stockholders and employees of each Holder, each person, if any,Person who controls any Noticesuch Holder within(within the meaning of either Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act, any underwriter (as defined inAct) and the U.S. Securities Act) forofficers, directors, agents, partners, members, stockholders and employees of each such Notice Holder, and each affiliate (as defined in Rule 144) of any Notice Holder withincontrolling Person, to the meaning of Rule 405 under the U.S. Securities Actfullest extent permitted by applicable law, from and against any and all losses, claims, damages and liabilitiesdamages, liabilities, costs (including, without limitation, any legal or othercosts of preparation and attorneys’ fees) and expenses reasonably incurred in connection with defending or investigating any such action or claim)(collectively, “Losses”), as incurred, caused byarising out of or that are based upon or arise as ofrelating to any untrue statement or alleged untrue statement of a material fact contained in any Resale DocumentRegistration Statement, any Prospectus or any Issuer Free Writing Prospectus prepared by itform of prospectus or authorized by it in writingany amendment or supplement thereto (it being understood that the Holder has approved [Annex A] hereto for use by such Notice Holder (as amendedthis purpose), or supplemented if [[Organization A:Organization]] shall have furnished any amendmentsarising out of or supplements thereto), caused byrelating to any omission or alleged omission to state thereinof a material fact required to be stated therein or necessary to make the statements therein not misleading,(in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made,made) not misleading, except to the extent such losses, claims, damages or liabilities are caused by anyextent, but only to the extent, that # such untrue statement or omissionstatements, alleged untrue statements, omissions or alleged untrue statement or omissionomissions are based solely upon information relating to any Noticeregarding such Holder furnished in writing to [[Organization A:B:Organization]] in writing by or on behalf of such Notice Holder expressly for use therein; providedtherein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the foregoing indemnity shall not inureHolder has approved [Annex A] hereto for this purpose) or # in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after [[Organization B:Organization]] has notified such Holder in writing (in accordance with Section 7(g) below) that the Prospectus is outdated or defective and prior to the benefitreceipt by such Holder of anya Resumption Notice Holder (or to the benefit of any person controlling such Notice Holder) from whom the person asserting such losses, claims, damages(as defined below) or liabilities purchased the Registrable Securities, if a copy of the Prospectus or the Issuer Free Writing Prospectus (both as thenan amended or supplemented Prospectus, but only if [[Organization A:Organization]] shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Notice Holder to such person, if required by law so to have been delivered at or priorand to the written confirmationextent that following the receipt of the sale of the Registrable Securities to such person, and if the Prospectusa Resumption Notice or the Issuer Free Writing Prospectus (both as so amended or supplemented) would have curedsupplemented Prospectus the defectmisstatement or omission giving rise to such losses, claims, damagesLoss would have been corrected. [[Organization B:Organization]] shall notify the Holders promptly of the institution, threat or liabilities, unless such failureassertion of any Proceeding of which [[Organization B:Organization]] is aware in connection with the result of noncompliancetransactions contemplated by [[Organization A:Organization]] under this Agreement.

#[[Organization A:Organization]] agrees toIndemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless [[Organization A:Organization]], its directors, officers, agents and employees, each Notice Holder, each person, if any,Person who controls any Notice Holder within[[Organization A:Organization]] (within the meaning of either Section 15 of the U.S. Securities Act orand Section 20 of the U.S. Exchange Act, any underwriter (as defined inAct), and the U.S. Securities Act) fordirectors, officers, agents or employees of such Notice Holder, and each affiliate (as defined in Rule 144) of any Notice Holder withincontrolling Persons, to the meaning of Rule 405 under the U.S. Securities Actfullest extent permitted by applicable law, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim),Losses, as incurred, caused byto the extent arising out of or that are based uponsolely upon: # such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of [[Organization A:Organization]] or arise as of# any untrue statement or alleged untrue statement of a material fact contained in any Resale DocumentRegistration Statement, any Prospectus, or in any Issuer Free Writing Prospectus prepared by itamendment or authorized by itsupplement thereto or in writing for use by such Notice Holder (as amendedany preliminary prospectus, or supplemented if [[Organization A:Organization]] shall have furnished any amendmentsarising out of or supplements thereto), caused byrelating to any omission or alleged omission to state thereinof a material fact required to be stated therein or necessary to make the statements therein not misleading,(in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made, exceptmade) not misleading # to the extent such losses, claims, damages or liabilities are caused by anyextent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission based uponis contained in any information relating to any Noticeso furnished in writing by such Holder furnished to [[Organization A:Organization]] expressly for inclusion in such Registration Statement or such Prospectus or # to the extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by or on behalf of such Notice Holder expressly for use therein; providedin a Registration Statement (it being understood that the foregoing indemnity shall not inureHolder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or # in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the benefit of any Notice Holder (orextent, but only to the benefitextent, related to the use by such Holder of any person controlling such Notice Holder) from whom the person asserting such losses, claims, damagesan outdated, defective or liabilities purchased the Registrable Securities, if a copy of theotherwise unavailable Prospectus or the Issuer Free Writing Prospectus (both as then amended or supplemented ifafter [[Organization A:Organization]] shall have furnished any amendmentshas notified such Holder in writing that the Prospectus is outdated, defective or supplements thereto) was not sent or givenotherwise unavailable for use by or on behalf of such Notice Holder to such person, if required by law so to have been delivered at orand prior to the written confirmationreceipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities to such person, and if the Prospectus or the Issuer Free Writing Prospectus (both as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by [[Organization A:Organization]] under this Agreement.indemnification obligation.

#[[Organization A:Organization]] agrees toIndemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless [[Organization B:Organization]], its directors, officers, agents and employees, each Notice Holder, each person, if any,Person who controls any Notice Holder within[[Organization B:Organization]] (within the meaning of either Section 15 of the U.S. Securities Act orand Section 20 of the U.S. Exchange Act, any underwriter (as defined inAct), and the U.S. Securities Act) fordirectors, officers, agents or employees of such Notice Holder, and each affiliate (as defined in Rule 144) of any Notice Holder withincontrolling Persons, to the meaning of Rule 405 under the U.S. Securities Actfullest extent permitted by applicable law, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim),Losses, as incurred, caused byto the extent arising out of or that are based upon or arise as ofsolely upon: any untrue statement or alleged untrue statement of a material fact contained in any Resale DocumentRegistration Statement, any Prospectus, or in any Issuer Free Writing Prospectus prepared by itamendment or authorized by itsupplement thereto or in writing for use by such Notice Holder (as amendedany preliminary prospectus, or supplemented if [[Organization A:Organization]] shall have furnished any amendmentsarising out of or supplements thereto), caused byrelating to any omission or alleged omission to state thereinof a material fact required to be stated therein or necessary to make the statements therein not misleading,(in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made, exceptmade) not misleading # to the extent such losses, claims, damages or liabilities are caused by anyextent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission based uponis contained in any information relating to any Noticeso furnished in writing by such Holder furnished to [[Organization A:B:Organization]] expressly for inclusion in such Registration Statement or such Prospectus or # to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by or on behalf of such Notice Holder expressly for use therein; providedin a Registration Statement (it being understood that the foregoing indemnityHolder has approved [Annex A] hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall not inurethe liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the benefitamount of any Noticedamages such Holder (orhas otherwise been required to the benefit of any person controlling such Notice Holder) from whom the person asserting such losses, claims, damages or liabilities purchased the Registrable Securities, if a copy of the Prospectus or the Issuer Free Writing Prospectus (both as then amended or supplemented if [[Organization A:Organization]] shall have furnished any amendments or supplements thereto) was not sent or givenpay by or on behalfreason of such Noticeuntrue statement or omission) received by such Holder to such person, if required by law so to have been delivered at or prior to the written confirmation ofupon the sale of the Registrable Securities to such person, and ifincluded in the Prospectus or the Issuer Free Writing Prospectus (both as so amended or supplemented) would have cured the defectRegistration Statement giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by [[Organization A:Organization]] under this Agreement.indemnification obligation.