Indemnification by [[Organization A:Organization]]. [[Organization A:Organization]] shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to # any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or # any violation or alleged violation by [[Organization A:Organization]] of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that # such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to [[Organization A:Organization]] by such Holder expressly for use therein, 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 a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved [Annex 2.1].1 hereto for this purpose) or # in the case of an occurrence of an event of the type specified in Section 3.4(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after [[Organization A:Organization]] 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 6.3. [[Organization A:Organization]] shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which [[Organization A:Organization]] is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6.7.

Indemnification by [[Organization A:Organization]]. [[Organization A:Organization]]Holders. Each Holder shall, notwithstanding any termination of this Agreement,severally and not jointly, indemnify and hold harmless each Holder, the[[Organization A:Organization]], its directors, officers, directors, members, partners, agents, brokers (including brokers who offeragents and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them,employees, each Person who controls any such Holder[[Organization A:Organization]] (within the meaning of Section 15 of the Securities Act orand Section 20 of the Exchange Act), and the directors, officers, directors, members, stockholders, partners, agents andor employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person,Persons, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),Losses, as incurred, to the extent arising out of or relating to #based solely upon: any untrue or alleged untrue statement of a material fact contained in aany Registration Statement, any Prospectus or any form of prospectusProspectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or # any violation or alleged violation by [[Organization A:Organization]] of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that # such untrue statementsstatement or omissions are based solely uponomission is contained in any information regarding such Holderso furnished in writing by such Holder to [[Organization A:Organization]] by such Holder expressly for use therein,inclusion in such Registration Statement or such Prospectus or # to the extentextent, but only to the extent, that such information relates to such HolderHolder’s information provided in the Selling Stockholder Questionnaire or such Holder’sthe proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement theretoStatement (it being understood that the Holder has approved [Annex 2.1].1 hereto for this purpose), such Prospectus or # in any amendment or supplement thereto. In no event shall the caseliability of an occurrence of an eventa selling Holder be greater in amount than the dollar amount of the type specified in Section 3.4(iii)-(vi), the useproceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of an outdated, defective or otherwise unavailable Prospectus after [[Organization A:Organization]] has notifiedany damages such Holder in writing that the Prospectus is outdated, defectivehas otherwise been required to pay by reason of such untrue statement or otherwise unavailable for useomission) received by such Holder and prior toupon the receipt by such Holdersale of the Advice contemplated in Section 6.3. [[Organization A:Organization]] shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which [[Organization A:Organization]] is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any ofincluded in the Holders in accordance with Section 6.7.Registration Statement giving rise to such indemnification obligation.

Indemnification by [[Organization A:Organization]]. [[Organization A:Organization]]Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless each Holder, the[[Organization B:Organization]], its directors, officers, directors, members, partners, agents, brokers (including brokers who offeragents and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them,employees, each Person who controls any such Holder[[Organization B:Organization]] (within the meaning of Section 15 of the Securities Act orand Section 20 of the Exchange Act), and the directors, officers, directors,agents, partners, members, stockholders, partners, agents andstockholders or employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person,Persons, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),Losses, as incurred, arising solely out of or relatingbased solely upon: # for so long as [[Organization B:Organization]] is not a eligible to use Form S-3 under the Securities Act for a primary offering in reliance on General Instruction I.B.1 of such form and the prospectus delivery requirements of the Securities Act apply to sales by such Holder, such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or # any untrue or alleged untrue statement of a material fact contained in aany Registration Statement, any ProspectusProspectus, or any form of prospectusprospectus, or in any amendment or supplement theretothereto, or in any preliminary prospectus, or arising solely out of or relating tobased solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any ProspectusProspectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or # any violation or alleged violation by [[Organization A:Organization]] of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, thatextent that, # such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to [[Organization A:B:Organization]] by such Holder expressly for use therein, 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 athe Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved [Annex 2.1].1A] hereto for this purpose) or # in the case of an occurrence of an event of the type specified in Section 3.4(iii)3(c)(ii)-(vi)v), the use by such Holder of an outdated,outdated or defective or otherwise unavailable Prospectus after [[Organization A:B:Organization]] has notified such Holder in writing (in accordance with Section 7(g) below) that the Prospectus is outdated,outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of Resumption Notice or an amended or supplemented Prospectus, but only if and to the Advice contemplatedextent that following the receipt of a Resumption Notice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder hereunder be greater in Section 6.3. [[Organization A:Organization]] shall notifyamount than the Holders promptlydollar amount of the institution, threat or assertionnet proceeds received by such Holder upon the sale of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which [[Organization A:Organization]] is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6.7.giving rise to such indemnification obligation.

Indemnification by [[Organization A:Organization]]. [[Organization A:Organization]]Holders. Each Holder shall, notwithstanding any termination of this Agreement,severally and not jointly, indemnify and hold harmless each Holder, the[[Organization A:Organization]], its directors, officers, directors, members, partners, agents, brokers (including brokers who offeragents and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them,employees, each Person who controls any such Holder[[Organization A:Organization]] (within the meaning of Section 15 of the Securities Act orand Section 20 of the Exchange Act), and the directors, officers, directors, members, stockholders, partners, agents andor employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person,Persons, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),Losses, as incurred, to the extent arising out of or relating to #based solely upon: any untrue or alleged untrue statement of a material fact contained in aany Registration Statement, any Prospectus or any form of prospectusProspectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or # any violation or alleged violation by [[Organization A:Organization]] of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that # such untrue statementsstatement or omissions are based solely uponomission is contained in any information regarding such Holderso furnished in writing by such Holder to [[Organization A:Organization]] by such Holder expressly for use therein,inclusion in such Registration Statement or such Prospectus or # to the extentextent, but only to the extent, that such information relates to such HolderHolder’s information provided in the Selling Stockholder Questionnaire or such Holder’sthe proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement,Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto (it being understood thatthereto. In no event shall the liability of a selling Holder has approved [Annex 2.1].1 hereto for this purpose) or #be greater in amount than the case of an occurrence of an eventdollar amount of the type specified in Section 3.4(iii)-(vi), the useproceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of an outdated, defective or otherwise unavailable Prospectus after [[Organization A:Organization]] has notifiedany damages such Holder in writing that the Prospectus is outdated, defectivehas otherwise been required to pay by reason of such untrue statement or otherwise unavailable for useomission) received by such Holder and prior toupon the receipt by such Holdersale of the Advice contemplated in Section 6.3. [[Organization A:Organization]] shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which [[Organization A:Organization]] is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any ofincluded in the Holders in accordance with Section 6.7.Registration Statement giving rise to such indemnification obligation.

Indemnification by [[Organization A:Organization]]. [[Organization A:Organization]]Holders. Each Holder shall, notwithstanding any termination of this Agreement,severally and not jointly, indemnify and hold harmless each Holder, the[[Organization A:Organization]], its directors, officers, directors, members, partners, agents, brokers (including brokers who offeragents and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them,employees, each Person who controls any such Holder[[Organization A:Organization]] (within the meaning of Section 15 of the Securities Act orand Section 20 of the Exchange Act), and the directors, officers, directors, members, stockholders, partners, agents andor employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person,Persons, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),Losses, as incurred, to the extent arising out of or relating to #based solely upon: any untrue or alleged untrue statement of a material fact contained in aany Registration Statement, any Prospectus or any form of prospectusProspectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or # any violation or alleged violation by [[Organization A:Organization]] of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that # such untrue statementsstatement or omissions are based solely uponomission is contained in any information regarding such Holderso furnished in writing by such Holder to [[Organization A:Organization]] by such Holder expressly for use therein,inclusion in such Registration Statement or such Prospectus or # to the extentextent, but only to the extent, that such information relates to such HolderHolder’s information provided in the Selling Stockholder Questionnaire or such Holder’sthe proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement theretoStatement (it being understood that the Holder has approved [Annex 2.1].1A] hereto for this purpose), such Prospectus or # in any amendment or supplement thereto. In no event shall the caseliability of an occurrence of an eventa selling Holder be greater in amount than the dollar amount of the type specified in Section 3.4(iii)-(vi), the useproceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of an outdated, defective or otherwise unavailable Prospectus after [[Organization A:Organization]] has notifiedany damages such Holder in writing that the Prospectus is outdated, defectivehas otherwise been required to pay by reason of such untrue statement or otherwise unavailable for useomission) received by such Holder and prior toupon the receipt by such Holdersale of the Advice contemplated in Section 6.3. [[Organization A:Organization]] shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which [[Organization A:Organization]] is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any ofincluded in the Holders in accordance with Section 6.7.Registration Statement giving rise to such indemnification obligation.

Indemnification by [[Organization A:Organization]]. [[Organization A:Organization]]Holders. Each Holder shall, notwithstanding any termination of this Agreement,severally and not jointly, indemnify and hold harmless each Holder, the[[Organization B:Organization]], its directors, officers, directors, members, partners, agents, brokers (including brokers who offeragents and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them,employees, each Person who controls any such Holder[[Organization B:Organization]] (within the meaning of Section 15 of the Securities Act orand Section 20 of the Exchange Act), and the directors, officers, directors, members, stockholders, partners, agents andor employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person,Persons, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),Losses, as incurred, to the extent arising out of or relating to #based solely upon: any untrue or alleged untrue statement of a material fact contained in aany Registration Statement, any Prospectus or any form of prospectusProspectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or # any violation or alleged violation by [[Organization A:Organization]] of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that # such untrue statementsstatement or omissions are based solely uponomission is contained in any information regarding such Holderso furnished in writing to [[Organization A:Organization]] by such Holder to [[Organization B:Organization]] expressly for use therein,inclusion in such Registration Statement or such Prospectus or # to the extentextent, but only to the extent, that such information relates to such HolderHolder’s information provided in the Selling Stockholder Questionnaire or such Holder’sthe proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement theretoStatement (it being understood that the Holder has approved [Annex 2.1].1A] hereto for this purpose), such Prospectus or # in any amendment or supplement thereto. In no event shall the caseliability of an occurrence of an eventa selling Holder be greater in amount than the dollar amount of the type specified in Section 3.4(iii)-(vi), the useproceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of an outdated, defective or otherwise unavailable Prospectus after [[Organization A:Organization]] has notifiedany damages such Holder in writing that the Prospectus is outdated, defectivehas otherwise been required to pay by reason of such untrue statement or otherwise unavailable for useomission) received by such Holder and prior toupon the receipt by such Holdersale of the Advice contemplated in Section 6.3. [[Organization A:Organization]] shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which [[Organization A:Organization]] is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any ofincluded in the Holders in accordance with Section 6.7.Registration Statement giving rise to such indemnification obligation.

Indemnification by [[Organization A:Organization]]. [[Organization A:Organization]] shall, notwithstanding any termination of this Agreement,severally and not jointly, indemnify and hold harmless each Holder, the[[Organization B:Organization]], its directors, officers, directors, members, partners, agents, brokers (including brokers who offeragents and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them,employees, each Person who controls any such Holder[[Organization B:Organization]] (within the meaning of Section 15 of the Securities Act orand Section 20 of the Exchange Act), and the directors, officers, directors, members, stockholders, partners, agents andor employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person,Persons, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),Losses, as incurred, to the extent arising out of or relatingbased solely upon: # [[Organization A:Organization]]’s failure to comply with the prospectus delivery requirements of the Securities Act or # any untrue or alleged untrue statement of a material fact contained in aany Registration Statement, any ProspectusProspectus, or any form of prospectusprospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or # any violation or alleged violation by [[Organization A:Organization]] of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that # such untrue statementsstatement or omissions are based solely uponomission is contained in any information regarding such Holderso furnished in writing toby [[Organization A:Organization]] byto [[Organization B:Organization]] specifically for inclusion in such Holder expressly for use therein,Registration Statement or such Prospectus or # to the extent that such information relates to such Holder or such Holder’[[Organization A:Organization]]’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder[[Organization A:Organization]] expressly for use in a Registration Statement,Statement , such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved [Annex 2.1].1 hereto for this purpose) or # in the case of an occurrence of an event of the type specified in Section 3.4([Section 3(d)(iii)-(vi)])], the use by such Holder[[Organization A:Organization]] of an outdated,outdated or defective or otherwise unavailable Prospectus after [[Organization A:B:Organization]] has notified such Holder[[Organization A:Organization]] in writing that the Prospectus is outdated,outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder[[Organization A:Organization]] of the Advice contemplated in Section 6.3.[Section 6(d)]. In no event shall the liability of [[Organization A:Organization]] shall notifyhereunder be greater in amount than the Holders promptlydollar amount of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplatednet proceeds received by this Agreement of which [[Organization A:Organization]] is aware. Such indemnity shall remain in full force and effect regardlessupon the sale of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6.7.giving rise to such indemnification obligation.

Indemnification by [[Organization A:B:Organization]]. [[Organization A:B:Organization]] shall, notwithstanding any termination of this Agreement,severally and not jointly, indemnify and hold harmless each Holder, the [[Organization A:Organization]], its directors, officers, directors, members, partners, agents, brokers (including brokers who offeragents and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them,employees, each Person who controls any such Holderthe [[Organization A:Organization]] (within the meaning of Section 15 of the Securities Act orand Section 20 of the Exchange Act), and the directors, officers, directors, members, stockholders, partners, agents andor employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person,Persons, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),Losses, as incurred, to the extent arising out of or relatingbased solely upon: # [[Organization B:Organization]]’s failure to comply with the prospectus delivery requirements of the Securities Act or # any untrue or alleged untrue statement of a material fact contained in aany Registration Statement, any ProspectusProspectus, or any form of prospectusprospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or # any violation or alleged violation by [[Organization A:Organization]] of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that # such untrue statementsstatement or omissions are based solely uponomission is contained in any information regarding such Holderso furnished in writing by [[Organization B:Organization]] to the [[Organization A:Organization]] byspecifically for inclusion in such Holder expressly for use therein,Registration Statement or such Prospectus or # to the extent that such information relates to such Holder or such Holder’[[Organization B:Organization]]’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder[[Organization B:Organization]] expressly for use in a Registration Statement,Statement , such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved [Annex 2.1].1 hereto for this purpose) or # in the case of an occurrence of an event of the type specified in Section 3.4([Section 3(d)(iii)-(vi)])], the use by such Holder[[Organization B:Organization]] of an outdated,outdated or defective or otherwise unavailable Prospectus after the [[Organization A:Organization]] has notified such Holder[[Organization B:Organization]] in writing that the Prospectus is outdated,outdated or defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder[[Organization B:Organization]] of the Advice contemplated in Section 6.3.[Section 6(d)]. In no event shall the liability of [[Organization A:B:Organization]] shall notifyhereunder be greater in amount than the Holders promptlydollar amount of the institution, threat or assertionnet proceeds received by [[Organization B:Organization]] upon the sale of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which [[Organization A:Organization]] is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6.7.giving rise to such indemnification obligation.

Section # Indemnification by [[Organization A:B:Organization]]. In consideration of [[Organization A:Organization]] shall, notwithstanding any termination’s execution and delivery of this Agreement and acquiring the Shares hereunder, and in addition to all of [[Organization B:Organization]]’s other obligations under this Agreement, [[Organization B:Organization]] shall defend, protect, indemnify and hold harmless each Holder, the[[Organization A:Organization]] and its officers, directors, managers, members, partners, agents, brokers (including brokers who offeremployees and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisorsagents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Personperson who controls any such Holder (within[[Organization A:Organization]] within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) andAct (collectively, the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law,“[[Organization A:Organization]] Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, claims,costs, penalties, fees, liabilities and damages, liabilities, costs (including, without limitation,and reasonable and documented expenses in connection therewith, and including reasonable and documented attorneys’ fees)fees and expenses (collectively, “Losses”disbursements (the “Indemnified Liabilities”), incurred by [[Organization A:Organization]] Indemnitees or any of them as incurred,a result of, or arising out ofof, or relating to # any untruematerial misrepresentation or alleged untrue statementbreach of aany material fact containedrepresentation or material warranty made by [[Organization B:Organization]] in a Registration Statement, any Prospectusthis Agreement or any form of prospectusother certificate, instrument or in any amendmentdocument contemplated hereby or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleadingthereby; or # any violationmaterial breach of any material covenant, material agreement or alleged violationmaterial obligation of [[Organization B:Organization]] contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by [[Organization A:B:Organization]] of; provided, however, that the Securities Act, the Exchange Act orforegoing indemnity shall not apply to any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, exceptIndemnified Liabilities to the extent, but only to the extent, that # such untrue statementsIndemnified Liabilities resulted directly and primarily from any acts or omissions are based solely upon information regarding such Holder furnished in writingfailures to act, undertaken or omitted to be taken by [[Organization A:Organization]] by such Holder expressly for use therein,Indemnitee through its fraud, bad faith, gross negligence, or towillful or reckless misconduct. To the extent that such information relatesthe foregoing undertaking by [[Organization B:Organization]] may be unenforceable under Applicable Law, [[Organization B:Organization]] shall make the maximum contribution to such Holder or such Holder’s proposed methodthe payment and satisfaction of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved [Annex 2.1].1 hereto for this purpose) or # in the case of an occurrence of an eventeach of the type specified in Section 3.4(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after [[Organization A:Organization]] has notified such Holder in writing that the ProspectusIndemnified Liabilities, which 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 6.3. [[Organization A:Organization]] shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which [[Organization A:Organization]] is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6.7.permissible under Applicable Law.

Indemnification by [[Organization A:Organization]]. [[Organization A:Organization]] shall, notwithstanding any termination of this Agreement,the Company. The Company will indemnify and hold harmlessharmless, to the fullest extent permitted by law, each Holder, theHolder and its Affiliates, and each of their officers, directors, managers, partners, members, partners, agents, brokers (including brokers who offerstockholders, employees, advisors, agents and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisorsother representatives, and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder or such Affiliate (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,(including without limitation,limitation reasonable attorneys’ fees)fees and disbursements) and expenses (collectively, “Losses”), incurred by such party, as incurred, arising out of or relating to #based upon any untrue or alleged untrue statement of a material fact contained or incorporated by reference in aany Registration Statement, anyProspectus or preliminary prospectus or Issuer Free Writing Prospectus or any formother document used in connection with the offering of prospectus or in any amendment or supplement thereto or in any preliminary prospectus,the Registrable Securities contemplated hereunder, or arising out of or relating tobased upon any omission or alleged omission ofto state therein a material fact required to be stated therein or necessary in order to make the statements therein (intherein, in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made)made, not misleadingmisleading, 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 violationof its Affiliates expressly for use therein, or allegedarising out of or based upon any other violation by [[Organization A:Organization]]the Company of the Securities Act, the Exchange Act orAct, any state securities law,law or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, exceptthereunder applicable to the extent, but only to the extent, that # such untrue statementsCompany. The indemnity provided in this Section 6.1 shall survive any transfer or omissions are based solely upon information regarding such Holder furnished in writing to [[Organization A:Organization]] by such Holder expressly for use therein, 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 a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved [Annex 2.1].1 hereto for this purpose) or # in the case of an occurrence of an eventdisposal of the type specified in Section 3.4(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after [[Organization A:Organization]] 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 6.3. [[Organization A:Organization]] shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which [[Organization A:Organization]] is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6.7.Holders.