Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless [[Organization A:Organization]], its directors, officers, agents and employees, each Person who controls [[Organization A:Organization]] (within the meaning of Section 15 of the Securities Act and 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, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any 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 # to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder 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 such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved [Annex A] hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the 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 amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless [[Organization A:Organization]], its directors, officers, agents and employees, each Person who controls [[Organization A:Organization]] (within the meaning of Section 15 of the Securities Act and 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, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any 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 # to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder 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 such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved [Annex A]Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the 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 amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless [[Organization A:Organization]], its directors, officers, agents and employees, each Person who controls [[Organization A:Organization]] (within the meaning of Section 15 of the Securities Act and 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, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any 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 # to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder 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 such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved [Annex A]2.1].1 hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the 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 amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless [[Organization A:B:Organization]], its directors, officers, agents and employees, each Person who controls [[Organization A:B:Organization]] (within the meaning of Section 15 of the Securities Act and 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, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any 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 # to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder 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 such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved [Annex A] hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the 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 amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless [[Organization A:Organization]], its directors, officers, agents and employees, each Person who controls [[Organization A:Organization]] (within the meaning of Section 15 of the Securities Act and 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, as incurred, to the extent arising out of or based solely 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 # any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any 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 # to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder 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’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 such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved [Annex A]Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto.thereto or # in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to 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(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 aany selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, notwithstanding any termination of this Agreement, severally and not jointly, indemnify and hold harmless [[Organization A:B:Organization]], its directors, officers, agents and employees, each Person who controls [[Organization A:B:Organization]] (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agentsagents, partners, members, stockholders or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon: any untrue# 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 alleged# any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, 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 # to the extent, but only to the extent, thatextent that, # such untrue statementstatements or omission is contained in anyomissions are based solely upon information soregarding such Holder furnished in writing to [[Organization B:Organization]] by such Holder to [[Organization A:Organization]] expressly for inclusion in such Registration Statementuse therein, or such Prospectus or # to the extent, but only to the extent,extent that such information relates to such Holder or 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 such Holder expressly for use in athe Registration StatementStatement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder 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 in any amendmentdefective and prior to the receipt by such Holder of Resumption Notice or supplement thereto.an amended or supplemented Prospectus, but only if and to the extent 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 aany selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. EachIn the event of the filing of any registration statement relating to the registration of any Registrable Securities, each Holder shall, severally(severally and not jointly,jointly) will indemnify and hold harmless [[Organization A:Organization]],harmless, to the fullest extent permitted by law, the Company, its Affiliates, officers, directors, officers,managers, partners, members, stockholders, employees, advisors, agents and employees,other representatives, and each Person who controls [[Organization A:Organization]]the Company (within the meaning of Section 15 of the Securities Act andor 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, as incurred, to the extentLosses arising out of or based solely upon: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 Prospectus, orother document used in any amendment or supplement thereto or in any preliminary prospectus,connection with the offering of the Registrable Securities contemplated hereunder, or arising out of or relating tobased upon any omission or alleged omission of 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 misleading #misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is containedor alleged omission was made in anyreliance upon and in conformity with information so furnished in writing by or on behalf of such Holder to [[Organization A:Organization]] expressly for inclusion in such Registration Statement or such Prospectus or #any of its Affiliates 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 such HolderCompany expressly for use in asuch Registration Statement (it being understood that the Holder has approved [Annex A] hereto for this purpose), suchStatement, Prospectus or in any amendmentpreliminary prospectus or supplement thereto.Issuer Free Writing Prospectus. In no event shallwill the liability of a sellingany Holder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with(after any claim relating to this Section 5discounts, commissions, transfer taxes, fees and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission)expenses) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder[[Organization B:Organization]]. [[Organization B:Organization]] shall, severally and not jointly,notwithstanding any termination of this Agreement, indemnify and hold harmless [[Organization A:Organization]], itseach Holder, the officers, directors, officers, agentsagents, partners, members, stockholders and employees,employees of each Holder, each Person who controls [[Organization A:Organization]]any such Holder (within the meaning of Section 15 of the Securities Act andor Section 20 of the Exchange Act), and the officers, directors, officers, agents oragents, partners, members, stockholders and employees of each such controlling Persons,Person, to the fullest extent permitted by applicable law, from and against any and all Losses,losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses (collectively, “Losses”), as incurred, to the extent arising out of or based solely upon:relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus,Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus,(it being understood that the Holder has approved [Annex A] hereto for this purpose), 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 form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading #misleading, except to the extent, but only to the extent, that # such untrue statementstatements, alleged untrue statements, omissions or omission is contained in anyalleged omissions are based solely upon information soregarding such Holder furnished in writing to [[Organization B:Organization]] by such Holder to [[Organization A:Organization]] expressly for inclusion in such Registration Statementuse therein, or such Prospectus or # to the extent, but only to the extent,extent that such information relates to such Holder or 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 such Holder expressly for use in athe Registration StatementStatement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved [Annex A] hereto for this purpose), such Prospectus or # in any amendment or supplement thereto. In nothe case of an occurrence of an event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paidtype specified in Section 3(c)(ii)-(v), the use by such Holder in connection with any claim relating to this Section 5 and the amount of any damagesan outdated or defective Prospectus after [[Organization B:Organization]] has notified such Holder has otherwise been requiredin writing (in accordance with Section 7(g) below) that the Prospectus is outdated or defective and prior to pay by reason of such untrue statement or omission) receivedthe receipt by such Holder uponof a Resumption Notice (as defined below) or an amended or supplemented Prospectus, but only if and to the saleextent that following the receipt of a Resumption Notice or the Registrable Securities included inamended or supplemented Prospectus the Registration Statementmisstatement or omission giving rise to such indemnification obligation.Loss would have been corrected. [[Organization B:Organization]] shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which [[Organization B:Organization]] is aware in connection with the transactions contemplated by this Agreement.

Indemnification by Holders. Each Holder[[Organization A:Organization]]. [[Organization A:Organization]] shall, severally and not jointly, indemnify and hold harmless [[Organization A:B:Organization]], its directors, officers, agents and employees, each Person who controls [[Organization A:B:Organization]] (within the meaning of Section 15 of the Securities Act and 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, as incurred, to the extent arising out of or based 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 any 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 # to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to [[Organization A:Organization]] expresslyto [[Organization B:Organization]] specifically for inclusion in such Registration Statement or such Prospectus or # to the extent, but only to the extent,extent that such information relates to such Holder’[[Organization A:Organization]]’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 such Holder[[Organization A:Organization]] expressly for use in a Registration Statement (it being understood that the Holder has approved [Annex A] hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto.thereto or # in the case of an occurrence of an event of the type specified in [Section 3(d)(iii)-(vi)])], the use by [[Organization A:Organization]] of an outdated or defective Prospectus after [[Organization B:Organization]] has notified [[Organization A:Organization]] in writing that the Prospectus is outdated or defective and prior to the receipt by [[Organization A:Organization]] of the Advice contemplated in [Section 6(d)]. In no event shall the liability of a selling Holder[[Organization A:Organization]] hereunder be greater in amount than the dollar amount of the net proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder[[Organization A:Organization]] upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by Holders. Each Holder shall, severally and not jointly,the Company. The Company will indemnify and hold harmless [[Organization A:Organization]],harmless, to the fullest extent permitted by law, each Holder and its Affiliates, and each of their officers, directors, officers,managers, partners, members, stockholders, employees, advisors, agents and employees,other representatives, and each Person who controls [[Organization A:Organization]]such Holder or such Affiliate (within the meaning of Section 15 of the Securities Act andor 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,losses, claims, damages, liabilities, costs (including without limitation reasonable attorneys’ fees and disbursements) and expenses (collectively, “Losses”) incurred by such party, as incurred, to the extent arising out of or based solely upon: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 Prospectus, orother document used in any amendment or supplement thereto or in any preliminary prospectus,connection with the offering of 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 misleading # tomisleading, except insofar as the extent, but only to the extent, that such untrue statement or omission is contained in anysame are based solely upon information so furnished in writing to the Company by or on behalf of such Holder 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 methodany of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holderits Affiliates expressly for use in a Registration Statement (it being understood thattherein, or arising out of or based upon any other violation by the Holder has approved [Annex A] hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amountCompany of the proceeds (net of all expenses paid by such HolderSecurities Act, the Exchange Act, any state securities law or any rule or regulation thereunder applicable to the Company. The indemnity provided in connection with any claim relating to this Section 5 and the amount of6.1 shall survive any damages such Holder has otherwise been required to pay by reason of such untrue statementtransfer or omission) received by such Holder upon the saledisposal of the Registrable Securities included inby the Registration Statement giving rise to such indemnification obligation.Holders.