Indemnification by the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law, each Holder and its Affiliates, and each of their officers, directors, managers, partners, members, stockholders, employees, advisors, agents and other representatives, and each Person who controls such Holder or such Affiliate (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against all losses, claims, damages, liabilities, costs (including without limitation reasonable attorneys’ fees and disbursements) and expenses (collectively, “Losses”) incurred by such party, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary prospectus or Issuer Free Writing Prospectus or any other document used in connection with the offering of the Registrable Securities contemplated hereunder, or arising out of or based upon 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, in the light of the circumstances under which they were made, not misleading, except insofar as the same are based solely upon information furnished in writing to the Company by or on behalf of such Holder or any of its Affiliates expressly for use therein, or arising out of or based upon any other violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation thereunder applicable to the Company. The indemnity provided in this [Section 6.1] shall survive any transfer or disposal of the Registrable Securities by the Holders.

Indemnification by Holders. In the Company. The Companyevent of the filing of any registration statement relating to the registration of any Registrable Securities, each Holder (severally and not jointly) will indemnify and hold harmless, to the fullest extent permitted by law, each Holder andthe Company, its Affiliates, and each of their officers, directors, managers, partners, members, stockholders, employees, advisors, agents and other representatives, and each Person who controls such Holder or such Affiliatethe Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against all losses, claims, damages, liabilities, costs (including without limitation reasonable attorneys’ fees and disbursements) and expenses (collectively, “Losses”) incurred by such party, as incurred,Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary prospectus or Issuer Free Writing Prospectus or any other document used in connection with the offering of the Registrable Securities contemplated hereunder, or arising out of or based upon any omission or alleged omission to state thereinof a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar asto the same are based solelyextent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information so furnished in writing to the Company by or on behalf of such Holder or any of its Affiliates to the Company expressly for use therein,in such Registration Statement, Prospectus or arising outpreliminary prospectus or Issuer Free Writing Prospectus. In no event will the liability of or based upon any other violation byHolder be greater in amount than the Companydollar amount of the Securities Act,net proceeds (after any discounts, commissions, transfer taxes, fees and expenses) received by such Holder upon the Exchange Act, any state securities law or any rule or regulation thereunder applicable to the Company. The indemnity provided in this [Section 6.1] shall survive any transfer or disposalsale of the Registrable Securities by the Holders.giving rise to such indemnification obligation.

The Company will indemnify each Holder, each of its officers and hold harmless, to the fullest extent permitted by law, each Holderdirectors and its Affiliates,partners, and each of their officers, directors, managers, partners, members, stockholders, employees, advisors, agents and other representatives, and each Person who controlsperson controlling such Holder or such Affiliate (withinwithin the meaning of Section 15 of the Securities Act or Section 20Act, with respect to which registration has been effected pursuant to this Agreement, against all expenses, claims, losses, damages and liabilities (or actions in respect thereof), including any of the Exchange Act) from and against all losses, claims, damages, liabilities, costs (including without limitation reasonable attorneys’ fees and disbursements) and expenses (collectively, “Losses”)foregoing incurred by such party, as incurred,in settlement of any litigation, commenced or threatened, arising out of or based uponon any untrue orstatement (or alleged untrue statementstatement) of a material fact contained or incorporated by reference in any Registration Statement, Prospectusregistration statement, prospectus, offering circular or preliminary prospectus or Issuer Free Writing Prospectusother document, or any other document used in connection with the offering of the Registrable Securities contemplated hereunder,amendment or arising out ofsupplement thereto, incident to any such registration, or based uponon any omission or(or alleged omissionomission) to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as the same are based solely upon information furnished in writing to the Company by or on behalf of such Holder or any of its Affiliates expressly for use therein, or arising out of or based upon any other violation by the Company of the Securities Act, the Exchange Act, any state securities lawlaws or any rule or regulation thereunderpromulgated under such laws applicable to the Company. The indemnityCompany in connection with any such registration, and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in this [Section 6.1] shall survive any transfersuch case to the extent that any such claim, loss, damage, liability or disposalexpense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Registrable SecuritiesCompany by the Holders.or on behalf of such Holder for use therein.

Indemnification by the Company. The Company willHolders. Each Holder shall, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, each Holder andharmless ​, its Affiliates, and each of theirdirectors, officers, directors, managers, partners, members, stockholders, employees, advisors, agents and other representatives, andemployees, each Person who controls such Holder or such Affiliate​ (within the meaning of Section 15 of the Securities Act orand Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all losses, claims, damages, liabilities, costs (including without limitation reasonable attorneys’ fees and disbursements) and expenses (collectively, “Losses”) incurred by such party,Losses, as incurred, to the extent arising out of or based uponsolely upon: any untrue or alleged untrue statement of a material fact contained or incorporated by reference in any Registration Statement, Prospectusany Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus or Issuer Free Writing Prospectus or any other document used in connection with the offering of the Registrable Securities contemplated hereunder,prospectus, or arising out of or based uponrelating to any omission or alleged omission to state thereinof a material fact required to be stated therein or necessary in order to make the statements therein,therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made,made) not misleading, except insofar asmisleading # to the same are based solely uponextent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to ​ expressly for inclusion in such Registration Statement or such Prospectus or # to the Companyextent, 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 Holder or any of its Affiliates expressly for use therein,in a Registration Statement (it being understood that the Holder has approved ​.1 hereto for this purpose), such Prospectus or arising outin any amendment or supplement thereto. In no event shall the liability of or based upon any other violation bya selling Holder be greater in amount than the Companydollar amount of the Securities Act, the Exchange Act,proceeds (net of all expenses paid by such Holder in connection with any state securities law or any rule or regulation thereunder applicableclaim relating to the Company. The indemnity provided in this [Section 6.1] shall survive5] and the amount of any transferdamages such Holder has otherwise been required to pay by reason of such untrue statement or disposalomission) received by such Holder upon the sale of the Registrable Securities byincluded in the Holders.Registration Statement giving rise to such indemnification obligation.

Indemnification by the Company. The Company willHolders. Each Holder shall, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, each Holder andharmless ​, its Affiliates, and each of theirdirectors, officers, directors, managers, partners, members, stockholders, employees, advisors, agents and other representatives, andemployees, each Person who controls such Holder or such Affiliate​ (within the meaning of Section 15 of the Securities Act orand Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all losses, claims, damages, liabilities, costs (including without limitation reasonable attorneys’ fees and disbursements) and expenses (collectively, “Losses”) incurred by such party,Losses, as incurred, to the extent arising out of or based uponsolely upon: any untrue or alleged untrue statement of a material fact contained or incorporated by reference in any Registration Statement, Prospectusany Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus or Issuer Free Writing Prospectus or any other document used in connection with the offering of the Registrable Securities contemplated hereunder,prospectus, or arising out of or based uponrelating to any omission or alleged omission to state thereinof a material fact required to be stated therein or necessary in order to make the statements therein,therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made,made) not misleading, except insofar asmisleading # to the same are based solely uponextent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to ​ expressly for inclusion in such Registration Statement or such Prospectus or # to the Companyextent, 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 Holder or any of its Affiliates expressly for use therein,in a Registration Statement (it being understood that the Holder has approved ​ hereto for this purpose), such Prospectus or arising outin any amendment or supplement thereto. In no event shall the liability of or based upon any other violation bya selling Holder be greater in amount than the Companydollar amount of the Securities Act, the Exchange Act,proceeds (net of all expenses paid by such Holder in connection with any state securities law or any rule or regulation thereunder applicableclaim relating to the Company. The indemnity provided in this [Section 6.1] shall survive5] and the amount of any transferdamages such Holder has otherwise been required to pay by reason of such untrue statement or disposalomission) received by such Holder upon the sale of the Registrable Securities byincluded in the Holders.Registration Statement giving rise to such indemnification obligation.

Indemnification by the Company. The Company willHolders. Each Holder shall, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, each Holder andharmless ​, its Affiliates, and each of theirdirectors, officers, directors, managers, partners, members, stockholders, employees, advisors, agents and other representatives, andemployees, each Person who controls such Holder or such Affiliate​ (within the meaning of Section 15 of the Securities Act orand Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all losses, claims, damages, liabilities, costs (including without limitation reasonable attorneys’ fees and disbursements) and expenses (collectively, “Losses”) incurred by such party,Losses, as incurred, to the extent arising out of or based uponsolely upon: any untrue or alleged untrue statement of a material fact contained or incorporated by reference in any Registration Statement, Prospectusany Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus or Issuer Free Writing Prospectus or any other document used in connection with the offering of the Registrable Securities contemplated hereunder,prospectus, or arising out of or based uponrelating to any omission or alleged omission to state thereinof a material fact required to be stated therein or necessary in order to make the statements therein,therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made,made) not misleading, except insofar asmisleading # to the same are based solely uponextent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to ​ expressly for inclusion in such Registration Statement or such Prospectus or # to the Companyextent, 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 Holder or any of its Affiliates expressly for use therein,in a Registration Statement (it being understood that the Holder has approved [Annex A] hereto for this purpose), such Prospectus or arising outin any amendment or supplement thereto. In no event shall the liability of or based upon any other violation bya selling Holder be greater in amount than the Companydollar amount of the Securities Act, the Exchange Act,proceeds (net of all expenses paid by such Holder in connection with any state securities law or any rule or regulation thereunder applicableclaim relating to the Company. The indemnity provided in this [Section 6.1] shall survive5] and the amount of any transferdamages such Holder has otherwise been required to pay by reason of such untrue statement or disposalomission) received by such Holder upon the sale of the Registrable Securities byincluded in the Holders.Registration Statement giving rise to such indemnification obligation.

By the Company. TheIn the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless, to the fullest extent permitted by law,harmless each Selling Holder thereunder, its directors, officers, managers, partners, stockholders, Affiliates, employees and its Affiliates,agents and each of their officers, directors, managers, partners, members, stockholders, employees, advisors, agents and other representatives, and each PersonPerson, if any, who controls such Selling Holder or such Affiliate (withinwithin the meaning of Section 15 of the Securities Act or Section 20 ofand the Exchange Act) fromAct, and its directors, officers, managers, partners, stockholders, Affiliates, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against allany losses, claims, damages, liabilities, costsexpenses or liabilities (including without limitation reasonable attorneys’ fees and disbursements) and expensesexpenses) (collectively, “Losses”) incurred by, joint or several, to which such party,Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as incurred, arisingsuch Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of aany material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained orin (which, for the avoidance of doubt, includes documents incorporated by reference in anyin) the applicable Registration Statement, Prospectusany preliminary prospectus, prospectus supplement or preliminaryfinal prospectus or Issuer Free Writing Prospectuscontained therein, or any other document used in connection with the offering of the Registrable Securities contemplated hereunder,amendment or arisingsupplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon anythe omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein,therein (in the case of a prospectus, in the light of the circumstances under which they were made,made) not misleading, except insofar asand will reimburse each such Selling Holder Indemnified Person for any documented legal expenses (but not in excess of expenses incurred in respect of one counsel for all of Selling Holder Indemnified Persons) or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the same are based solely uponCompany will not be liable in any such case if and to the extent that any such Loss arises out of an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing tospecifically for use in the Companyapplicable Registration Statement, preliminary prospectus, prospectus supplement or final prospectus, or amendment or supplement thereto, or any free writing prospectus relating thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any of its Affiliates expressly for use therein, or arising out of or based upon any other violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation thereunder applicable to the Company. The indemnity provided in this [Section 6.1]Indemnified Person, and shall survive anythe transfer or disposal of the Registrable Securitiessuch securities by the Holders.such Selling Holder.

Indemnification by the Company. The Company willHolders. Each Holder shall, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, each Holder andharmless ​, its Affiliates, and each of theirdirectors, officers, directors, managers, partners, members, stockholders, employees, advisors, agents and other representatives, andemployees, each Person who controls such Holder or such Affiliate​ (within the meaning of Section 15 of the Securities Act orand Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all losses, claims, damages, liabilities, costs (including without limitation reasonable attorneys’ fees and disbursements) and expenses (collectively, “Losses”) incurred by such party,Losses, as incurred, to the extent arising out of or based uponsolely upon: any untrue or alleged untrue statement of a material fact contained or incorporated by reference in any Registration Statement, Prospectusany Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus or Issuer Free Writing Prospectus or any other document used in connection with the offering of the Registrable Securities contemplated hereunder,prospectus, or arising out of or based uponrelating to any omission or alleged omission to state thereinof a material fact required to be stated therein or necessary in order to make the statements therein,therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made,made) not misleading, except insofar asmisleading # to the same are based solely uponextent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to ​ expressly for inclusion in such Registration Statement or such Prospectus or # to the Companyextent, 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 Holder or any of its Affiliates expressly for use therein,in a Registration Statement (it being understood that the Holder has approved ​ hereto for this purpose), such Prospectus or arising outin any amendment or supplement thereto. In no event shall the liability of or based upon any other violation bya selling Holder be greater in amount than the Companydollar amount of the Securities Act, the Exchange Act,proceeds (net of all expenses paid by such Holder in connection with any state securities law or any rule or regulation thereunder applicableclaim relating to the Company. The indemnity provided in this [Section 6.1] shall survive5] and the amount of any transferdamages such Holder has otherwise been required to pay by reason of such untrue statement or disposalomission) received by such Holder upon the sale of the Registrable Securities byincluded in the Holders.Registration Statement giving rise to such indemnification obligation.

Indemnification by the Company. TheWith respect to each Registration which has been effected pursuant to this Article 2, the Company willagrees to indemnify and hold harmless, to the fullest extent permitted by law, # each Holder and its Affiliates,of the Participating Holders and each of theirits officers, directors, managers, partners, members, stockholders,limited or general partners and members thereof, # each member, limited or general partner of each such member, limited or general partner, # each of their respective Affiliates, officers, directors, shareholders, employees, advisors, agents and other representatives,agents and each Person who controls such Holder or such Affiliate (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) fromsuch Persons and each underwriter, if any, and each person who controls (within the meaning of the Securities Act or the Exchange Act) any underwriter, against any and all claims, losses, claims, damages, penalties, judgments, suits, costs, liabilities, costs (including without limitation reasonable attorneys’attorney’s fees and disbursements)reasonable documented out of pocket expenses of investigating and expensesdefending a claim (or actions in respect thereof) (collectively, the “Losses”) incurred by such party, as incurred, arising out of or based uponon # any untrue orstatement (or alleged untrue statementstatement) of a material fact contained or incorporated by reference in any Registration Statement,Statement (including any Prospectus or preliminary prospectus or Issuer Free Writing ProspectusProspectus) or any other document used in connection with the offering of the Registrable Securities contemplated hereunder,incident to any such Registration, qualification or arising out of or based uponcompliance, # any omission or(or alleged omissionomission) to state therein a material fact required to be stated therein or necessary in order to make the statements therein,therein not misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances under which they were made,made not misleading, except insofar as the same are based solely upon information furnished in writing to the Company bymisleading), or on behalf of such Holder or# any of its Affiliates expressly for use therein, or arising out of or based upon any other violation by the Company of the Securities Act, the Exchange Act, any state securities lawAct or any rule or regulation thereunderblue sky laws applicable to the Company.Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance, and will reimburse each of the Persons listed above, for any reasonable and documented legal and any other expenses reasonably incurred in connection with investigating and defending any such Losses, provided, that the Company will not be liable in any such case to the extent that any such Losses arise out of or are based on any untrue statement or omission of material fact based upon written information furnished to the Company by the Participating Holders or underwriter and stated to be specifically for use therein. The indemnity provided inliability imposed by this [Section 6.1] shall survive2.6(a)] will be in addition to any transfer or disposal ofliability which the Registrable Securities by the Holders.Company may otherwise have.

Indemnification by the Company. The Company willHolders. Each Holder shall, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, each Holder andharmless ​, its Affiliates, and each of theirdirectors, officers, directors, managers, partners, members, stockholders, employees, advisors, agents and other representatives, andemployees, each Person who controls such Holder or such Affiliate​ (within the meaning of Section 15 of the Securities Act orand Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all losses, claims, damages, liabilities, costs (including without limitation reasonable attorneys’ fees and disbursements) and expenses (collectively, “Losses”) incurred by such party,Losses, as incurred, to the extent arising out of or based uponsolely upon: # such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of ​ or # any untrue or alleged untrue statement of a material fact contained or incorporated by reference in any Registration Statement, Prospectusany Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus or Issuer Free Writing Prospectus or any other document used in connection with the offering of the Registrable Securities contemplated hereunder,prospectus, or arising out of or based uponrelating to any omission or alleged omission to state thereinof a material fact required to be stated therein or necessary in order to make the statements therein,therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances under which they were made,made) not misleading, except insofar asmisleading # to the same are based solely uponextent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to ​ expressly for inclusion in such Registration Statement or such Prospectus or # to the Companyextent, 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 Holder or any of its Affiliates expressly for use therein,in a Registration Statement (it being understood that the Holder has approved [Annex A] hereto for this purpose), such Prospectus or arising outin any amendment or supplement thereto or # in the case of or based upon any other violation by the Companyan occurrence of an event of the Securities Act, the Exchange Act, any state securities law or any rule or regulation thereunder applicabletype specified in [Section 3(d)(iii)-(vi)])], to the Company. The indemnity providedextent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after ​ has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt 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 6.1] shall survive any transfer or disposal5(b)] be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities by the Holders.giving rise to such indemnification obligation.