Common use of By Company Clause in Contracts

By Company. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders.

By Company. To Company agrees to defend Amgen and its (and its Affiliates’) directors, officers, employees and agents (the extent permitted by law“Amgen Indemnified Parties”) at Company’s cost and expense, the Company and will indemnify and hold Amgen and the other Amgen Indemnified Parties harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders from and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, Losses resulting from any Third Party claim (including product liability claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise extent arising out of or are based upon any otherwise relating to (a) the gross negligence or willful misconduct of the following statementsCompany, omissions its Affiliates, or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements theretotheir respective Sublicensees, (iib) the omission material breach of this Agreement or alleged omission to state therein a material fact required to be stated thereinthe representations, warranties and covenants made hereunder by Company, or necessary to make (c) the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement Exploitation of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made Product by or on behalf of Company, its Affiliates, or their respective Sublicensees (including from product liability and intellectual property infringement claims); except, in each case, to the Holders extent such Losses result from clause (a) or (b) of Section 8.1.1 (By Amgen). In the event of any such underwriter or controlling person and claim against the Amgen Indemnified Parties by a Third Party, the foregoing indemnity obligations shall survive the transfer be conditioned upon (x) Amgen promptly notifying Company in writing of the Registrable claim, (y) Amgen granting Company sole management and control, at Company’s sole expense, of the defense of the claim and/or its settlement (provided that Company shall not settle any such claim without the prior written consent of Amgen if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by an Amgen Indemnified Party), would bind or impair an Amgen Indemnified Party, or includes any [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities by Holdersand Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

By Company. To With respect to each registration, qualification or compliance effected pursuant to this Agreement for which the extent permitted Registrable Securities held by lawa Holder are included, the Company will indemnify and hold harmless each Holder, the directors, if any, of such Holder, the partners, members, officers, if anydirectors and stockholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in Section 15 of the Securities Act) for such Holder who sign the Registration Statement, and each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such Holder or underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Exchange Act"), against any lossesall expenses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses damages or liabilities (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, or the 1934 Exchange Act, any state securities law or any rule or regulation promulgated under the Securities ActAct or the Exchange Act applicable to the Company in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders and each such Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated to be specifically for use in connection with such registration by therein. If the Holders or any such underwriter or controlling personare represented by counsel other than counsel for the Company, as the case may be. Such indemnity shall remain in full force Company will not be obligated under this Section 5(a) to reimburse legal fees and effect regardless expenses of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by more than one separate counsel for Holders.

By Company. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders.

By Company. To Company agrees to defend Amgen and its (and its Affiliates’) directors, officers, employees and agents (the extent permitted by law“Amgen Indemnified Parties”) at Company’s cost and expense, the Company and will indemnify and hold Amgen and the other Amgen Indemnified Parties harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders from and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, Losses resulting from any Third Party claim (including product liability claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise extent arising out of or are based upon any otherwise relating to (a) the gross negligence or willful misconduct of the following statementsCompany, omissions its Affiliates, or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements theretotheir respective Sublicensees, (iib) the omission material breach of this Agreement or alleged omission to state therein a material fact required to be stated thereinthe representations, warranties and covenants made hereunder by Company, or necessary to make (c) the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement Exploitation of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made Product by or on behalf of Company, its Affiliates, or their respective Sublicensees (including from product liability and intellectual property infringement claims); except, in each case, to the Holders extent such Losses result from clause (a) or (b) of Section 8.1.1 (By Amgen). In the event of any such underwriter or controlling person claim against the Amgen Indemnified [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and shall survive filed separately with the transfer Securities and Exchange Commission pursuant to Rule 406 of the Registrable Securities Act of 1933, as amended. Parties by Holdersa Third Party, the foregoing indemnity obligations shall be conditioned upon (x) Amgen promptly notifying Company in writing of the claim, (y) Amgen granting Company sole management and control, at Company’s sole expense, of the defense of the claim and/or its settlement (provided that Company shall not settle any such claim without the prior written consent of Amgen if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by an Amgen Indemnified Party), would bind or impair an Amgen Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Amgen is invalid or unenforceable) and (z) at Company’s expense, the Amgen Indemnified Parties cooperating with Company; provided that in the case of (x) and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Company except to the extent Company is actually prejudiced thereby. The Amgen Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Company. To Company agrees to defend Amgen and its (and its Affiliates’) directors, officers, employees and agents (the extent permitted by law“Amgen Indemnified Parties”) at Company’s cost and expense, the Company and will indemnify and hold Amgen and the other Amgen Indemnified Parties harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders from and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, Losses resulting from any Third Party claim (including product liability claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise extent arising out of or are based upon any otherwise relating to (a) the gross negligence or willful misconduct of Company, its Affiliates, or their respective Sublicensees, (b) the material breach of this Agreement or the representations, warranties and covenants made hereunder by Company, or (c) the Exploitation of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made Product by or on behalf of Company, its Affiliates, or their respective Sublicensees (including from product liability and intellectual property infringement claims); except, in each case, to the Holders extent such Losses result from clause (a), (b), (c) or (d) of Section 8.1.1 (By Amgen), In the event of any such underwriter or controlling person and claim against the Amgen Indemnified Parties by a Third Party, the foregoing indemnity obligations shall survive the transfer be conditioned upon (x) Amgen promptly notifying Company in writing of the Registrable Securities claim, (y) Amgen granting Company sole management and control, at Company’s sole expense, of the defense of the claim and/or its settlement (provided that Company shall not settle any such claim without the prior written consent of Amgen if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by Holdersan Amgen Indemnified Party), would bind or impair an Amgen Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Amgen is invalid or unenforceable) and (z) at Company’s expense, the Amgen Indemnified Parties cooperating with Company; provided that in the case of (x) and (z) any failure or delay in such notice or cooperation shall not excuse any obligations of Company except to the extent Company is actually prejudiced thereby. The Amgen Indemnified Parties may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing.

By Company. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the directorseach of their officers and directors and partners, and each Affiliate of such Holder, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each personAffiliate of any underwriter, if anywith respect to each registration, who controls any such underwriter within the meaning of the Securities Act qualification or the Securities Act of 1934, as amended (the "1934 Act")compliance which has been effected pursuant to this Agreement, against any lossesall expenses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses damages or liabilities (or actions or proceedingsin respect thereof) (collectively, whether “Claims”), including any Claims incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement or final prospectus contained therein prospectus, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Actmisleading, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders each such Holder, each of their officers and directors and Affiliates, each such underwriter or controlling person, promptly as such expenses are incurredand their Affiliates, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such lossClaim, claim, damage, liability action or proceeding; provided, however, provided that the indemnity agreement contained in this Section 6(a) subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Claim if such settlement is effected without the consent of the Company, Company (which consent shall not be unreasonably withheld, nor shall delayed or conditioned), and the Company will not be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries any such Claim arises out of or is based upon a Violation which occurs 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 Company expressly for use in connection with such registration by such Holder, Affiliate or underwriter. If the Holders or any such underwriter or controlling personare represented by counsel other than counsel for the Company, as the case may be. Such indemnity shall remain in full force Company will not be obligated under this Section 7(a) to reimburse legal fees and effect regardless expenses of any investigation made by or on behalf of more than one separate counsel for the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders.

By Company. To In connection with a registration of Restricted Stock under the extent permitted by lawSecurities Act pursuant to Section 4 or 5, the Company will indemnify and hold harmless harmless, to the extent permitted by law, each Holder, the directorsseller and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, Restricted Stock thereunder and each other person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such seller or underwriter within the meaning of the Securities Act or the Securities Act of 1934Act, as amended (the "1934 Act"), from and against any all losses, claims, damagesdamages or liabilities, expenses or liabilities (joint or several) , to which any of them such seller or underwriter or controlling person may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement including any registration statement under which such Restricted Stock was registered, any preliminary prospectus or final prospectus contained therein therein, or any amendments amendment or supplements theretosupplement thereof, (ii) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or seller, underwriter, and controlling person, promptly as such expenses are incurred, person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceedingaction; providedPROVIDED, howeverHOWEVER, that the indemnity agreement contained Company will not be liable in this Section 6(a) shall not apply any such case if and to amounts paid in settlement of the extent that any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs in reliance upon and an untrue statement or alleged untrue statement or omission or alleged omission so made or omitted in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such seller, underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holdersin writing for use in such registration statement, prospectus, or amendment or supplement.

By Company. To the extent permitted by law, the The Company will indemnify and hold harmless each Holder, each of its officers and directors and partners and each person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of Section 15 of the Securities Act or and each Investor and its officers, directors and partners and each person controlling such Investor within the Securities Act meaning of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any Section 15 of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities liabilities, joint or several, (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, Exchange Act or any state or federal securities law law, or any rule or regulation promulgated under such Acts or law applicable to the Securities ActCompany in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter or and each person who controls any such underwriter, each Investor, each of its officers, directors and partners and each person controlling person, promptly as such expenses are incurredInvestor, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly for use in connection with to the Company by an instrument duly executed by such registration by the Holders or any such underwriter or Holder, controlling person, as the case may beunderwriter or Investor and stated to be specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of If the Holders or any such underwriter or controlling person and shall survive Investors are represented by counsel other than counsel for the transfer Company, the Company will not be obligated under this Section 4.7(a) to reimburse legal fees and expenses of the Registrable Securities by Holdersmore than one separate counsel for all Holders and Investors.

By Company. To Subject to the extent permitted by lawterms and conditions of this Article 11, the Company will indemnify hereby agrees to indemnify, defend and hold harmless each HolderBuyer and Parent, and their respective directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's affiliates"), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Parent, Buyer's affiliates, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act Business or the Securities Act Purchased Assets, directly or indirectly, by reason of, arising out of 1934, as amended or resulting from (a) the inaccuracy or breach of any representation or warranty of Company contained in or made pursuant to this Agreement; (b) the breach of any covenant of Company contained in this Agreement; (c) all accounts receivable reflected on the Final Closing Business Balance Sheet which are not actually collected within one hundred twenty (120) days following Closing (the "1934 ActAccounts Receivable Adjustment"), (d) any Claims initiated by a third party, including, without limitation, any federal, state or local governmental agency, department or section against Buyer with respect to any Identified Third Party Releases, provided such Claims are initiated prior to April 30, 2005, or (e) any Claim of or against Company, the Purchased Assets or the Business not specifically assumed by Buyer pursuant hereto. As used in this Article 11, the term "Claim" shall include (i) all Liabilities; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, damagesactions, expenses or liabilities (joint or several) to which any costs of them may become subject under the Securities Actinvestigation, the 1934 Act or otherwisecauses of action, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedingsproceedings and assessments, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required not ultimately determined to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holdersvalid.

By Company. To Subject to the extent permitted by lawterms and conditions of this Article IX, the Company will covenants and agrees to defend, indemnify and hold harmless each HolderInvestor, its officers, directors, employees, agents, advisers, lenders, representatives and Affiliates (including, after the Closing, the directors, if any, of such HolderCompany) (collectively, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 ActInvestor Indemnitees"), against from and against, and pay or reimburse Investor Indemnitees for, any and all claims, liabilities, obligations, losses, claimsfines, damagescosts, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Actjudgments, the 1934 Act or otherwisepenalties, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, deficiencies or damages (whether commenced absolute, accrued, conditional or threatenedotherwise and whether or not resulting from third party claims), including out-of-pocket expenses, court costs, consulting fees, expert witness fees and reasonable attorneys' fees incurred in respect thereof) arise out the investigation or defense of or are based upon any of the following statements, omissions same or violations in asserting any of their respective rights hereunder (collectively, a "ViolationLosses"): ), resulting from or arising out of: (ia) any untrue statement misrepresentation or alleged untrue statement breach of a material fact any warranty of Company or the Company contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceedingthis Agreement; provided, however, that, for purposes of this Article IX, in determining whether any such misrepresentation or breach occurred, any dollar amount thresholds, materiality qualifiers and Material Adverse Effect qualifiers contained in any representation or warranty herein shall be disregarded; provided further, however, that no claim for indemnification under this clause (a) may be made after the indemnity third anniversary of the Closing Date, excepting only that any claim for misrepresentation or breach of warranty under (i) Sections 3.7, 3.11(a), 3.11(c), and 3.16 may be made no later than a date 30 days from and after the expiration of the period of the applicable statute of limitations, or (ii) Section 3.3 may be made at any time; (b) any failure of the Company to perform any covenant or agreement made or contained in this Section 6(a) shall not apply to amounts paid Agreement or fulfill any obligation in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent respect thereof. Company shall not be unreasonably withheld, nor shall the Company be liable in required to indemnify Investor Indemnitees with respect to any such case claim for any such loss, claim, damage, liability indemnification resulting from or action to the extent that it aries arising out of or is based upon a Violation matters described in clause (a) above pursuant to this Section 9.1 unless and until the aggregate amount of all claims against Company exceeds $50,000 ("Company's Threshold Amount"), in which occurs in reliance upon and in conformity with written information furnished expressly case Company shall be required to indemnify Investor Indemnitees for use in connection with the full amount of such registration by the Holders or any such underwriter or controlling personclaims, as the case may be. Such indemnity shall remain in full force and effect regardless including Company's Threshold Amount, but only up to an aggregate amount of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders$2,500,000 for all claims.

By Company. To the extent permitted by law, the The Company will indemnify and hold harmless each Holder, each of its ---------- officers and directors and partners, and each person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of Section 15 of the Securities Act or and each Investor and its officers, directors and partners and each person controlling such Investor within the Securities Act meaning of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any Section 15 of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities liabilities, joint or several, (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, Exchange Act or any state or federal securities law law, or any rule or regulation promulgated under such Acts or law applicable to the Securities ActCompany in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter or and each person who controls any such underwriter, each Investor, each of its officers, directors and partners and each person controlling person, promptly as such expenses are incurredInvestor, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information regarding a Holder furnished expressly for use in connection with to the Company by an instrument duly executed by such registration by the Holders or any such underwriter or Holder, controlling person, as the case may beunderwriter or Investor and stated to be specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of If the Holders or any such underwriter or controlling person and shall survive Investors are represented by counsel other than counsel for the transfer Company, the Company will not be obligated under this Section 2.6(a) to reimburse legal fees and expenses of the Registrable Securities by Holdersmore than one separate counsel for all Holders and Investors.

By Company. To Subject to the extent permitted by lawterms and conditions of this Article 12, the Company will indemnify hereby agrees to indemnify, defend and hold harmless each HolderBuyer, and its directors, officers, employees and controlled and controlling persons (hereinafter “Buyer’s affiliates”), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer’s affiliates, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act Business or the Securities Act of 1934Purchased Assets, as amended (the "1934 Act")by reason of, against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon resulting from (a) the inaccuracy or breach of any representation or warranty of Company [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material”); (b) the following statementsbreach of any covenant of Company contained in this Agreement (regardless of whether such breach is deemed “material”); or (c) any Claim of or against Company, omissions the Purchased Assets or violations (collectivelythe Business not specifically assumed by Buyer pursuant hereto. As used in this Article 12, a "Violation"): the term “Claim” shall include (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, liability not assumed by Buyer; (ii) the omission or alleged omission to state therein a material fact required to be stated thereinall losses, or necessary to make the statements thereindamages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in light of the circumstance in which they are madeany litigated matter), not misleading or penalties, court costs and attorneys fees and expenses); and (iii) any violation all demands, claims, actions, costs of investigation, causes of action, proceedings and assessments, whether or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply ultimately determined to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holdersvalid.

By Company. To The Company agrees to indemnify, to the extent permitted by law, the Company will indemnify each Holder and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each personPerson, if any, who participates as an underwriter in the offering or sale of the Designated Registrable Securities, their respective officers and directors and each Person who controls such HolderHolder or underwriter (within the meaning of any applicable Securities Act) against all losses (excluding loss of profits), claims, damages, liabilities and expenses arising out of or based upon (i) any underwriter information or statement contained in the preliminary prospectus, the prospectus or any amendment thereto which at the time and in light of the circumstances under which it was made contains a misrepresentation (as defined in the applicable Securities Act); (ii) for any omission to state in the Holders and each person, if any, who controls preliminary prospectus or the prospectus any fact that was required to be stated in such underwriter within the meaning document or necessary to make any statement in such document not misleading in light of the Securities Act circumstances under which it was made; (iii) any order made or the Securities Act of 1934inquiry, as amended (the "1934 Act"), against any losses, claims, damages, expenses investigation or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether proceedings commenced or threatenedthreatened by any applicable Commission, in respect thereof) arise out of court or are other competent authority based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained omission or any misrepresentation in the Registration Statement including any preliminary prospectus, the prospectus or final any amendment thereto or based upon any failure to comply with applicable securities laws (other than any failure by the Holder or the underwriters) preventing or restricting the trading in or the sale and distribution of the Designated Registrable Securities pursuant to a Demand Registration; and (iv) non-compliance by the Company with any of the Securities Acts in connection with a Demand Registration and the distribution effected thereunder, except insofar as (v) any information or statement referred to in clause (i), (ii) or (iii) of this Section 4.2(a) has been furnished in writing to the Company by the Holder pursuant to Section 4.2(b) or the underwriters expressly for use therein or (vi) caused by such Holder’s or any underwriter’s failure to deliver to a purchaser of Designated Registrable Securities a copy of the prospectus contained therein or any amendments or supplements thereto, (ii) thereto after the omission or alleged omission to state therein Company has furnished such Holder with a material fact required to be stated therein, or necessary to make the statements therein, in light sufficient number of copies of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holderssame.

By Company. To the extent permitted by law, the The Company will indemnify each Holder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and hold harmless each Holder, the directorsunderwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of Section 15 of the Securities Act Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation or alleged violation by the Company of the Securities Act, or the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, Act or the 1934 ActAct applicable to the Company in connection with any such registration, any state securities law; qualification or compliance, and the Company will reimburse the Holders and each such Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated to be specifically for use in connection with such registration by therein. If the Holders or any such underwriter or controlling personare represented by counsel other than counsel for the Company, as the case may be. Such indemnity shall remain in full force Company will not be obligated under this Section 6(a) to reimburse legal fees and effect regardless expenses of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by more than one separate counsel for Holders.

By Company. To the extent permitted by law, the The Company will indemnify the Holder and hold harmless each Holderperson controlling such Holder within the meaning of Section 15 of the Securities Act, the directorswith respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities liabilities, joint or several, (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, Exchange Act or any state or federal securities law law, or any rule or regulation promulgated under such Acts or law applicable to the Securities ActCompany in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders Holder and each person controlling the Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information regarding the Holder furnished expressly for use in connection with such registration to the Company by an instrument duly executed by the Holders or any such underwriter or controlling personHolder, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive stated to be specifically for use therein. If the transfer Holder is represented by counsel other than counsel for the Company, the Company will not be obligated under this Section 2.6(a) to reimburse legal fees and expenses of the Registrable Securities by Holdersmore than one separate counsel.

By Company. To the extent permitted by law, the The Company will agrees to indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders you and each person, if any, who controls any such underwriter you within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Act of 1934Exchange Act, as amended (the "1934 Act"), from and against any and all losses, liabilities, claims, damagesdamages and expenses (including but not limited to reasonable attorneys' fees and any and all reasonable expenses incurred in investigating, expenses preparing or liabilities (defending against any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several) , to which you or they or any of them may become subject under the Securities Act, the 1934 Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages, damages or expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including Statement, as originally filed or any amendment thereof, or any related preliminary prospectus or final prospectus contained therein the Prospectus, or in any amendments supplement thereto or supplements theretoamendment thereof, or in any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Securities under the securities laws thereof (iiany such application, document or information being hereinafter called a "Blue Sky Application") the or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading in any material respect, in light or arise out of or are based upon any failure of the circumstance Company to comply with any provision of this Underwriting Agreement resulting in which they are madea claim or loss to the Underwriters. Notwithstanding the preceding sentence, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for to the extent, but only to the extent that, any such loss, liability, claim, damage, liability damage or action to the extent that it aries expense arises out of or is based upon a Violation which occurs any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by to the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made Company by or on behalf of you expressly for use therein. This indemnity agreement will be in addition to any liability which the Holders Company may otherwise have, including under this Agreement. The Company agrees to pay any reasonable legal or other expenses for which it is liable under this subsection from time to time (but not more frequently than monthly) within 30 days after its receipt of a bill therefor; and further provided, however, that the foregoing provisixxx are subject to the condition that, insofar as they relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any Preliminary Prospectus but eliminated or remedied in the Prospectus, such indemnity provision shall not inure to you or any such underwriter or controlling person and shall survive who controls you within the transfer meaning of Section 15 of the Registrable Securities by HoldersAct or Section 20(a) of the Exchange Act if a copy of the Prospectus was not sent or given to such person with or prior to the written confirmation of sale of such Securities to such person. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

By Company. To Subject to the extent permitted by lawconditions set forth below, the Company will indemnify hereby indemnifies and hold holds harmless each Holder(1) you and your affiliates, the members, directors, if any, of such Holder, the officers, if anyagents, of such Holder who sign the Registration Statementemployees, and each other person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of Section 15 of the Securities Act Act) you or the Securities Act any of 1934your affiliates, as amended and (the "1934 Act")2) any Selling Group Members, against any lossesand all loss, claimsliability, damagesclaim, expenses damage, and reasonable expense whatsoever (including, without limitation, any and all expense reasonably incurred in investigating, preparing, or liabilities (joint defending against any litigation, investigation, or several) to which any of them may become subject under the Securities Actclaim, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof): (i) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein Statement, the Prospectus or any amendments Preliminary Prospectus (as from time to time amended or supplements thereto, (iisupplemented) or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein, therein or necessary to make the statements therein, in light under the circumstances of the circumstance in which they are were made, not misleading misleading, unless such statement or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs omission was made in reliance upon and in conformity with written information furnished to the Company with respect to you, by you or your agents, expressly for use in the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereof; (ii) to the extent of the aggregate amount paid in settlement of any litigation or other proceeding, commenced or threatened, or of any claim whatsoever, based upon any such actual or alleged untrue statement, omission, or misrepresentation or breach or failure, if such settlement is effected with the written consent of the Company; (iii) arising out of or based upon any material misrepresentation or material breach of warranty or covenant by the Company set forth in this Agreement or any failure or alleged failure by the Company to comply with the material provisions of this Agreement or applicable laws, rules, and regulations; and/or (iv) arising out of or based upon the performance by an indemnified person of services pursuant to this Agreement, except for liability arising in any manner out of the indemnified person’s gross negligence or bad faith in performing such services. If any action is brought against any such indemnified person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraphs, the indemnified party shall notify the Company of such action in writing within 10 days of the institution of such action and the Company shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all expenses. Such indemnified party shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at such party’s own expense, unless: (i) the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such registration action; or (ii) the Company shall not have employed counsel to have charge of the defense of such action; or (iii) the indemnified party’s or parties’ counsel, in a written opinion addressed to the Company, shall have reasonably concluded that there are defenses available to such indemnified party that are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Holders or Company. Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable for any settlement of any such underwriter claim or controlling person, as action effected without its written consent. The indemnity agreement of the case may be. Such indemnity Company contained in this Section 8 and its representations and warranties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders you or any such underwriter or controlling person indemnified person, and shall survive any termination of this Agreement and the transfer sale and delivery of the Registrable Securities by HoldersShares. The Company agrees to promptly notify you of the commencement of any investigation, litigation, or proceedings against the Company in connection with the sale of the Shares.

By Company. To the extent permitted by law, the The Company will agrees to indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders you and each person, if any, who controls any such underwriter you within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Act of 1934Exchange Act, as amended (the "1934 Act"), from and against any and all losses, liabilities, claims, damagesdamages and expenses (including but not limited to reasonable attorneys' fees and any and all reasonable expenses incurred in investigating, expenses preparing or liabilities (defending against any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several) , to which you or they or any of them may become subject under the Securities Act, the 1934 Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages, damages or expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including Statement, as originally filed or any amendment thereof, or any related preliminary prospectus or final prospectus contained the Prospectus, or in any supplement thereto or amendment thereof, or in any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Securities under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application") or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in any amendments material respect, or supplements arise out of or are based upon any failure of the Company to comply with any provision of this Underwriting Agreement resulting in a claim or loss to the Underwriters. Notwithstanding the preceding sentence, the Company will not be liable in any such case to the extent, but only to the extent that, any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of you expressly for use therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have, including under this Agreement. The Company agrees to pay any reasonable legal or other expenses for which it is liable under this subsection from time to time (but not more frequently than monthly) within 30 days after its receipt of a xxxx therefor; and further provided, however, that the foregoing provisions are subject to the condition that, insofar as they relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any Preliminary Prospectus but eliminated or remedied in the Prospectus, such indemnity provision shall not inure to you or any person who controls you within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act if a copy of the Prospectus was not sent or given to such person with or prior to the written confirmation of sale of such Securities to such person. This indemnity agreement will be in addition to any liability which the Company may otherwise have. By Underwriters. You agree to indemnify and hold harmless the Company, each of the officers of the Company who shall have signed the Registration Statement and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, from and against any and all losses, liabilities, claims, damages and reasonable expenses whatsoever (including but not limited to attorneys' fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as originally filed or any amendment thereof, or any related preliminary prospectus or the Prospectus, or in any amendment thereof or supplement thereto, (ii) or in any Blue Sky Application, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading, in light of each case to the circumstance in which they are madeextent, not misleading or (iii) any violation or alleged violation by but only to the Company of the Securities Actextent, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending that any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such lossliability, claim, damage, liability damage or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by you expressly for use therein; provided, however, that in no case shall you be liable or responsible for any amount in excess of the underwriting discounts and commissions received by you, as set forth on the cover page of the Prospectus. You agree to pay any legal or other expenses for which you are liable under this subsection (b) from time to time (but not more frequently than monthly) within 30 days after receipt of a xxxx therefor. This indemnity agreement will be in addition to any liability which you may otherwise have. Procedures In Case of Indemnification. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action or proceeding (including any governmental investigation), such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may have otherwise). In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all expenses. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such registration by action, (ii) the Holders indemnifying parties shall not have employed counsel reasonably satisfactory to the indemnified party to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or any (iii) such underwriter indemnified party or controlling person, as parties shall have reasonably concluded and have been so advised in a written opinion from counsel that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case may be. Such indemnity the indemnifying parties shall remain in full force and effect regardless not have the right to direct the defense of any investigation made by or such action on behalf of the Holders indemnified party or parties), in any of which events such underwriter fees and expenses shall be borne by the indemnifying parties. Anything in this subsection to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any claim or controlling person and shall survive the transfer of the Registrable Securities by Holdersaction effected without its written consent; provided, however, that such consent was not unreasonably withheld.

By Company. To the extent permitted by law, the The Company will indemnify and hold harmless each Holder, each of ---------- its officers and directors and partners, and each person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law Act or any rule or regulation promulgated under the Securities ActAct applicable to the Company in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder, each of its officers and directors, and each person controlling such Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated to be specifically for use in connection with such registration by therein. If the Holders or any such underwriter or controlling personare represented by counsel other than counsel for the Company, as the case may be. Such indemnity shall remain in full force Company will not be obligated under this Section 5.7(a) to reimburse legal fees and effect regardless expenses of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by more than one separate counsel for all Holders.

By Company. To In the extent permitted by lawevent the Closing occurs, then from and after the Closing. (a) The Company will shall indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders Purchaser and each person, if any, who controls any such underwriter within the meaning of the Securities Act Meridian against all Losses incurred by either or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any both of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): arising from: (i) any untrue statement liabilities and obligations of the Company and its Subsidiaries, including liabilities and obligations related to the assets, operations, liabilities and business that are retained by, or alleged untrue statement the liability or responsibility of a material fact contained in the Registration Statement including any preliminary prospectus Company pursuant to the Healthcare Transaction but specifically excluding liabilities, obligations and Losses (x) which are the responsibility of Purchaser under Paragraph 11.01 hereof; or final prospectus contained therein (y) which relate to the assets or any amendments liabilities which are the subject of the Excluded Assets Transaction (except to the extent such liabilities and obligations are by the express terms of the agreement relating to the Excluded Asset Transaction the liability or supplements theretoresponsibility of the Company), and (ii) subject to the omission limitations set forth in Paragraph 11.05, a breach by the Company of its representations and warranties or alleged omission to state therein a material fact required to be stated therein, or necessary to make breach by the statements therein, Company of its covenants set forth in light this Agreement. (b) Without limiting in any way the obligations of the circumstance Company under Paragraph 11.O2(a) hereof, and notwithstanding any limitation contained in which they are madeany provision of this Agreement (including, not misleading without limitation Paragraph 11.05 hereof), the Company shall indemnify and hold harmless the Purchaser and Meridian against: (i) all Income Taxes of the Company and its Subsidiaries, including Meridian and the Partnership, for each taxable year or other period ending on or before or including (for the portion of the taxable year through the close of business on) the Closing Date; and (ii) all Taxes of the Company and its Subsidiaries, including Meridian and the Partnership, attributable to the transactions contemplated by this Agreement, including the Merger, the Related Assets and Liabilities Transaction, the Limited Partnership Transaction, the Healthcare Transaction and the Excluded Assets Transaction, and also including the federal Income Taxes the Company has agreed to pay under Paragraph 9.01 of the BSL Merger Agreement; (iii) any violation or alleged violation breach by the Company of the Securities Act, the 1934 Act, its obligations under Paragraph 6.01(k) or Paragraph 12.07 hereof; and (iv) any state securities law dissenters' rights or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and other claims by former shareholders of the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them exercising dissenters' rights in connection with investigating or defending the fairness of the consideration paid in the transactions contemplated by this Agreement. (c) Without limiting in any such lossway the obligations of the Company under Paragraph 11.02(a) hereof, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement and notwithstanding any limitation contained in any provision of this Section 6(a) shall not apply to amounts paid in settlement of any such lossAgreement including, claimwithout limitation, damageParagraph 11.05 hereof, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action shall pay to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration purchaser any amount previously paid by the Holders Purchaser to the Company as a Reimbursable Marketing Expense or any such underwriter Reimbursable Pre-Opening Expense that did not qualify or controlling person, should not have been treated as a Reimbursable Marketing Expense or Reimbursable Pre-Opening Expense and which Purchaser sets forth in a notice of claim relating thereto delivered to the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Company within 120 days after the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by HoldersClosing Date.

By Company. To COMPANY may terminate this Agreement, effective upon delivery of notice of termination to LICENSE OWNER, or, where expressly applicable, upon failure to cure to COMPANY's satisfaction any breach by the extent permitted by lawexpiration of any period of time within which such breach may be cured in accordance with the provisions set forth below, if: (1) LICENSE OWNER fails to develop the Company will indemnify Store in accordance with this Agreement and hold harmless each Holdercommence operation of business within the time provided in this Agreement; or (2) LICENSE OWNER fails to operate, abandons, surrenders or transfers control of the directors, if any, operation of such Holder, the officers, if any, Store without prior written approval of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, COMPANY; or (3) LICENSE OWNER or any underwriter (as defined of its Principal Owners has made any material misrepresentation or omission in the Securities Act) application for the Holders and each person, if any, who controls any such underwriter within the meaning or acquisition of the Securities Act License or in materials submitted relating to a transfer; or (4) LICENSE OWNER or any of its Owners is convicted by a trial court of, or pleads guilty or no contest to, a felony, or to another crime or offense that may adversely affect the reputation of LICENSE OWNER or the Securities Act Store or the goodwill associated with the Marks or engages in any misconduct which may adversely affect the reputation of 1934, as amended any UNIT or the goodwill associated with the Marks; or (the "1934 Act"), against any losses, claims, damages, expenses 5) LICENSE OWNER or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act its Owners makes an assignment or otherwise, insofar as such losses, claims, damages, expenses or liabilities transfer in violation of this Agreement; or (6) LICENSE OWNER (or actions any of its Owners or proceedings, whether commenced employees) makes any unauthorized use or threatened, in respect thereof) arise out disclosure of or are based upon duplicates any copy of any Confidential Information or of any of the following statementsStore Manuals, omissions makes any unauthorized use of the Marks or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated thereinCopyrighted Works, or necessary challenges or seeks to make challenge the statements therein, validity of COMPANY's or its Affiliates' rights in light of and to the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities ActMarks, the 1934 ActCopyrighted Works or the Confidential Information (unless the foregoing prohibited act is inadvertent and does not have, or threaten to have, an adverse effect upon COMPANY, its business concept, its business operations, the business of any UNIT, any state securities law or any rule or regulation promulgated under the Securities ActMark, the 1934 Actxxe Confidential Information, any state securities law; Store Manuals, or the Copyrighted Works, and the Company will reimburse the Holders LICENSE OWNER ceases and each desists any such underwriter or controlling personprohibited act promptly upon notice and reimburses COMPANY for all damages, promptly as such losses, costs, and expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use COMPANY in connection with such registration prohibited acts); or (7) LICENSE OWNER loses the right to possession of the Site and does not relocate the Store to another site in accordance with this Agreement; or (8) LICENSE OWNER fails to timely commence or provide: (a) Delivery Service pursuant to a Delivery Rider executed by COMPANY and LICENSE OWNER; or (b) Catering Service pursuant to a Catering Rider executed by COMPANY and LICENSE OWNER; or (c) Special Distribution Arrangements if required pursuant to a Special Distribution Agreement executed by COMPANY and LICENSE OWNER, in accordance with COMPANY's standards, specifications and procedures, and does not correct such failure within 10 days after LICENSE OWNER's receipt of COMPANY's written notice of such failure to comply; or, if such failure cannot reasonably be corrected within the Holders aforesaid 10-day period but can be corrected within a reasonably short time (not to exceed an additional 30 days), undertake within 10 days after LICENSE OWNER's receipt of COMPANY's written notice, and continue until completion, best efforts to correct such failure within such reasonably short time (not to exceed an additional 30 days), and furnish proof acceptable to COMPANY, upon its request, of such efforts and the date full compliance will be achieved; or (9) LICENSE OWNER fails to operate a Commissary to service the Store, at the time specified by COMPANY and at the location approved by COMPANY, in accordance with COMPANY's standards, specifications and procedures and does not correct such failure within ten (10) days after written notice of such failure is delivered to LICENSE OWNER. (10) LICENSE OWNER becomes insolvent in the sense that it is unable to pay its bills as they become due; or (11) LICENSE OWNER, its Principal Owners or members of their Immediate Families (whether or not bound by individual noncompetition undertakings) or other persons who have executed such individual undertakings violate the restrictions in this Agreement with respect to Competitive Businesses or Owners who have had access to the Confidential Information violate the covenants concerning competition and confidentiality contained in the form of Confidentiality and Non-Competition Agreement attached hereto as Exhibit H (regardless of whether any such party has executed this Agreement or a Confidentiality and Non-Competition Agreement); or (12) LICENSE OWNER fails to report accurately the Store's Royalty Base Revenue or fails to make payments of any amounts due COMPANY for Royalty Fees, Software Fees, Marketing Contributions, purchases from COMPANY or its Affiliates, or any other amounts due to COMPANY or its Affiliates, and does not correct such underwriter failure within ten (10) days after written notice of such failure is delivered to LICENSE OWNER; or (13) LICENSE OWNER causes or controlling personpermits to exist a default under the lease or sublease for the Site and fails to cure such default within the applicable cure period set forth in the lease or sublease; or (14) LICENSE OWNER or any of its Principal Owners fails on three or more separate occasions within any period of 12 consecutive months to comply with this Agreement in any material respect, as whether or not such failures to comply are corrected after notice of default is given, or fail on two (2) or more separate occasions within any period of nine (9) consecutive months to comply with the case may be. Such indemnity shall remain same requirement under this Agreement, whether or not such failures to comply are corrected after notice of default is given; or (15) LICENSE OWNER or any of its Owners fail to comply with any other provision of this Agreement or any mandatory specification, standard, or operating or inspection procedure prescribed by COMPANY or to pass COMPANY's quality control inspection and does not: (a) correct such failure within thirty (30) days after LICENSE OWNER's receipt of COMPANY's written notice of such failure to comply; or (b) if such failure cannot reasonably be corrected within the aforesaid thirty (30) day period, but can be corrected within a reasonably short time (not to exceed an additional thirty (30) days), undertake within ten (10) days after LICENSE OWNER's receipt of COMPANY's written notice, and continue until completion within such reasonably short time (not to exceed an additional thirty (30) days), best efforts to bring the Store into full compliance, and furnish proof acceptable to COMPANY upon its request of such efforts and the date full compliance will be achieved; or (16) LICENSE OWNER or any of its Owners fail or refuse to follow or comply with any mandatory specification, standard or operating procedure prescribed by COMPANY relating to the cleanliness or sanitation of the Store or receives a notice of violation from a governmental authority or violates any health, safety or sanitation law, ordinance or regulation and does not: (a) correct such failure or refusal within twenty-four (24) hours after written notice thereof is delivered to LICENSE OWNER; or (b) if such failure can be corrected within five (5) days but cannot reasonably be corrected within twenty-four (24) hours after such written notice is received by LICENSE OWNER, undertake corrective action within twenty-four (24) hours and achieve full compliance within five (5) days after written notice thereof; or (17) The lesser of (a) three (3) or more, or (b) fifty percent (50%) or more, of the Franchise Agreements or License Agreements granted to LICENSE OWNER and DEVELOPER or their predecessors in full force and effect regardless accordance with the terms of the Development Agreement or its predecessors are terminated by COMPANY in accordance with their terms, excluding the permanent closing of any investigation made by or on behalf UNITS with the prior written approval of the Holders or any such underwriter or controlling person and shall survive the transfer COMPANY; or (18) LICENSE OWNER has attempted to terminate a License Agreement with COMPANY without complying with Section 18.A. of the Registrable Securities by Holdersthis Agreement.

By Company. To The Company agrees to indemnify, to the extent permitted by law, the Company will indemnify each Holder and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each personPerson, if any, who participates as an underwriter in the offering or sale of the Designated Registrable Securities, their respective officers and directors and each Person who controls such HolderHolder or underwriter (within the meaning of any applicable Securities Act) against all losses (excluding loss of profits), claims, damages, liabilities and expenses arising out of or based upon (i) any underwriter information or statement contained in the preliminary prospectus, the prospectus or any amendment thereto which at the time and in light of the circumstances under which it was made contains a misrepresentation (as defined in the applicable Securities Act); (ii) for any omission to state in the Holders and each person, if any, who controls preliminary prospectus or the prospectus any fact that was required to be stated in such underwriter within the meaning document or necessary to make any statement in such document not misleading in light of the Securities Act circumstances under which it was made; (iii) any order made or the Securities Act of 1934inquiry, as amended (the "1934 Act"), against any losses, claims, damages, expenses investigation or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether proceedings commenced or threatenedthreatened by any applicable Commission, in respect thereof) arise out of court or are other competent authority based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained omission or any misrepresentation in the Registration Statement including any preliminary prospectus, the prospectus or final any amendment thereto or based upon any failure to comply with applicable securities laws (other than any failure by the Holder or the underwriters) preventing or restricting the trading in or the sale and distribution of the Designated Registrable Securities pursuant to a Demand Registration; and (iv) non-compliance by the Company with any of the Securities Acts in connection with a Demand Registration and the distribution effected thereunder, except insofar as (v) any information or statement referred to in clause (i), (ii) or (iii) of this Section 4.2(a) has been furnished in writing to the Company by the Holder pursuant to Section 4.2(b) or the underwriters expressly for use therein or (vi) caused by such Holder's or any underwriter's failure to deliver to a purchaser of Designated Registrable Securities a copy of the prospectus contained therein or any amendments or supplements thereto, (ii) thereto after the omission or alleged omission to state therein Company has furnished such Holder with a material fact required to be stated therein, or necessary to make the statements therein, in light sufficient number of copies of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holderssame.

By Company. To the extent permitted by law, the The Company will indemnify each Holder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and hold harmless each Holder, the directorsunderwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, or the Securities Exchange Act of 1934, as amended (the “1934 Act”), any state securities law or any rule or regulation promulgated under the Securities Act, Act or the 1934 ActAct applicable to the Company in connection with any such registration, any state securities law; qualification or compliance, and the Company will reimburse the Holders and each such Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated to be specifically for use in connection with such registration by therein. If the Holders or any such underwriter or controlling personare represented by counsel other than counsel for the Company, as the case may be. Such indemnity shall remain in full force Company will not be obligated under this Section 5(a) to reimburse legal fees and effect regardless expenses of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by more than one separate counsel for Holders.

By Company. To the extent permitted by law, the Company will ---------- indemnify and hold harmless each Holderof the Holders, the directors, if any, and each of such Holder, the officers, if anydirectors, employees and agents of such a Holder who sign the Registration Statement, each person, if any, who controls such Holder, any or underwriter (as defined in the Securities Act0000 Xxx) for the Holders and each person, if any, who controls any such underwriter a Holder within the meaning of the Securities 1933 Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which they or any of them may become subject under the Securities 1933 Act, the 1934 Act or otherwiseother federal or state law, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, collectively a "Violation"): ): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement, including any preliminary prospectus preliminary, final or final prospectus summary Prospectus, offering circular or other document contained therein or in any amendments or supplements thereto, ; (ii) the omission or alleged omission to state in the registration statement, including any preliminary, final or summary Prospectus, offering circular or other document contained therein or in any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, therein not misleading or misleading; or (iii) any violation or alleged violation by the Company of the Securities 1933 Act, the 1934 Act, any federal or state securities law or any rule or regulation promulgated under the Securities 1933 Act, the 1934 Act, Act or any federal or state securities law; and law in connection with the offering covered by such registration statement. Company will shall reimburse the Holders and each Holder, such officer, director, employee or agent, underwriter or controlling person, promptly as such expenses are incurred, person for any legal or other expenses reasonably incurred by them them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability action or proceedingaction; provided, provided however, that the -------- ------- indemnity agreement contained in this Section 6(asubsection 1.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration statement by the Holders Holder, or any such underwriter or controlling personby such, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such officer, director, employee, agent, underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holdersany Holder.

By Company. To the extent permitted by lawThe Company shall indemnify each holder of Registrable Securities, the Company will indemnify and hold harmless each Holderof its officers, the directors, if anyemployees, agents, and affiliates, and each underwriter, and each of such Holder, the its officers, if anydirectors, of such Holder who sign the Registration Statementemployees, each personagents, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act")affiliates, against any lossesall expenses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or and liabilities (or actions or actions, proceedings, whether commenced or threatened, settlements in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any prospectus (including any preliminary prospectus related registration statement, notification, or final prospectus contained therein the like) incident to any registration under this Agreement, or based on any amendments or supplements thereto, omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law Act or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, persons for any legal or and any other expenses reasonably incurred by them in connection with investigating and defending or defending settling any such claim, loss, claim, damage, liability action or proceeding; providedaction, howeverprovided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such holder or underwriter and stated to be specifically for use therein, provided further, that the holders of Registrable Securities shall consent to such indemnity defense being conducted by counsel to the Company unless in the good faith opinion of counsel to Holder, Company's counsel will be unable to effectively defend such holders due to a conflict of interest, in which event, such defense may be conducted by counsel selected by the holders of a majority of the Registrable Securities provided that the Company will only be obligated to pay for the fees and expenses owing to one such counsel. It is agreed that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders).

By Company. To In the extent permitted by lawevent of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Holder, the directors, if any, seller of such HolderRegistrable Shares, and each stockholder of the officersCompany, if anyand each officer, director and partner of such Holder who sign the Registration Statementseller and stockholder, each underwriter of such Registrable Shares, and each other person, if any, who controls such Holderseller, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such stockholder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the each an "1934 ActIndemnified Person"), ) against any losses, claims, damagesdamages or liabilities, expenses or liabilities (joint or several) , to which any of them such Indemnified Person may become subject under the Securities Act, the 1934 Act Exchange Act, state securities or blue sky laws, or otherwise, insofar as such losses, claims, damages, expenses damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement including under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus prospectus, or final prospectus contained therein in the Registration Statement, or any amendments amendment or supplements theretosupplement to such Registration Statement, (ii) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance in which they are made, therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities lawmisleading; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, Indemnified Person for any legal or any other expenses reasonably incurred by them such Indemnified Person in connection with investigating or defending any such loss, claim, damage, liability action or proceedingaction; provided, however, that the indemnity agreement contained Company will not be liable in this Section 6(a) shall not apply any such case to amounts paid in settlement of the extent that any such loss, claim, damage, or liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries arises out of or is based upon a Violation which occurs (i) any untrue statement or omission made in such Registration Statement, preliminary prospectus, or prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished expressly for use to the Company, in connection with such registration by the Holders or any such underwriter or controlling personwriting, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Person specifically for use in the Holders preparation thereof or any (ii) the failure of such underwriter or controlling person and shall survive the transfer Indemnified Person to deliver copies of the Registrable prospectus in the manner required by the Securities by HoldersAct.

By Company. To the extent permitted by law, the The Company will indemnify each Holder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and hold harmless each Holder, the directorsunderwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, or the Securities Exchange Act of 1934, as amended (the “1934 Act”), any state securities law or any rule or regulation promulgated under the Securities Act, Act or the 1934 ActAct applicable to the Company in connection with any such registration, any state securities law; qualification or compliance, and the Company will reimburse the Holders and each such Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated to be specifically for use in connection with such registration by therein. If the Holders or any such underwriter or controlling personare represented by counsel other than counsel for the Company, as the case may be. Such indemnity shall remain in full force Company will not be obligated under this Section 6(a) to reimburse legal fees and effect regardless expenses of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by more than one separate counsel for Holders.

By Company. To the extent permitted by law, the The Company will indemnify each Holder and hold harmless each Holderperson controlling such Holder within the meaning of Section 15 of the Securities Act, the directorswith respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities liabilities, joint or several, (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, Exchange Act or any state or federal securities law law, or any rule or regulation promulgated under such Acts or law applicable to the Securities ActCompany in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder and each person controlling such Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information regarding a Holder furnished expressly for use in connection with to the Company by an instrument duly executed by such registration by the Holders or any such underwriter or controlling personHolder, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive stated to be specifically for use therein. If the transfer Holders are represented by counsel other than counsel for the Company, the Company will not be obligated under this Section 2.7(a) to reimburse legal fees and expenses of the Registrable Securities by more than one separate counsel for all Holders.

By Company. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers and directors, partners, employees and agents, and each person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has ben effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained (or incorporated by reference) in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law Act or any rule or regulation promulgated under the Securities ActAct applicable to Company in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder, each of its officers, directors, partners, employees and agents, and each person controlling such Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall provided that Company will not be unreasonably withheldliable to any such Holder, nor shall the Company be liable controlling person or underwriter in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission, or alleged untrue statement or omission, made or incorporated by reference in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished expressly to Company by an instrument duly executed by any Holder, controlling person or underwriter and stated to be specifically for use in connection with such registration therein. If Holders are represented by the Holders or any such underwriter or controlling personcounsel other than counsel for Company, as the case may be. Such indemnity shall remain in full force Company will not be obligated under this Section 10(a) to reimburse legal fees and effect regardless expenses of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by more than one separate counsel for Holders.

By Company. To In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, to the extent permitted by applicable law, the Company will indemnify and hold harmless each HolderSelling Holder thereunder, its Affiliates that own Registrable Securities and their respective directors and officers and each underwriter pursuant to the directors, if any, of applicable underwriting agreement with such Holder, the officers, if any, of such Holder who sign the Registration Statement, underwriter and each personPerson, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such Selling Holder or underwriter within the meaning of the Securities Act or and the Securities Exchange Act of 1934and its directors and officers (collectively, as amended (the "1934 Act"“Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several) , to which any of them such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the 1934 Exchange Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a any material fact contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the Shelf Registration Statement including or any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein therein, or any amendments amendment or supplements theretosupplement thereof, (ii) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements thereintherein (in the case of a prospectus, in the light of the circumstance in circumstances under which they are were made, ) not misleading or (iiiarise out of or are based upon a Selling Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) any violation or alleged violation by the Company of the Securities Act, in connection with the 1934 Actregistration statement in respect of any registration of Company’s securities, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action Loss or proceedingactions or proceedings; provided, however, that the indemnity agreement contained in this Section 6(a) shall Company will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action if and to the extent that it aries any such Loss arises out of or is based upon a Violation which occurs an untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and in strict conformity with written information furnished expressly by or on behalf of such Selling Holder Indemnified Person in writing specifically for use in connection with the Shelf Registration Statement or such other registration by the Holders statement or any such underwriter prospectus contained therein or controlling person, as the case may beany amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders such Selling Holder or any such underwriter director, officer or controlling person Person, and shall survive the transfer of the Registrable Securities such securities by Holderssuch Xxxxxxx Xxxxxx.

By Company. To In the extent permitted by lawevent of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Holder, the directors, if any, seller of such HolderRegistrable Shares, the officers, if any, each underwriter of such Holder who sign the Registration StatementRegistrable Shares, and each other person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such seller or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (liabilities, joint or several) , to which any of them such seller, underwriter, or controlling person may become subject under the Securities Act, the 1934 Act Exchange Act, state securities or blue sky laws, or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement including under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus prospectus, or final prospectus contained therein in the Registration Statement, or any amendments amendment or supplements theretosupplement to such Registration Statement, (ii) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance in which they are made, therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities lawmisleading; and the Company will reimburse the Holders such seller, underwriter and each such underwriter or controlling person, promptly as such expenses are incurred, person for any legal or any other expenses reasonably incurred by them such seller, underwriter, or controlling person in connection with investigating or defending any such loss, claim, damage, liability action liability, or proceedingaction; provided, however, that the indemnity agreement contained Company will not be liable in this Section 6(a) shall not apply any such case to amounts paid in settlement of the extent that any such loss, claim, damage, or liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries arises out of or is based upon a Violation which occurs (i) any untrue statement or omission made in such Registration Statement, preliminary prospectus, or prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished expressly for use to the Company, in connection with such registration by the Holders or any such underwriter or controlling personwriting, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter seller, underwriter, or controlling person and shall survive specifically for use in the transfer preparation thereof or (ii) the failure of such seller to deliver copies of the Registrable prospectus in the manner required by the Securities by HoldersAct.

By Company. To the extent permitted by law, the Company will indemnify and hold harmless each HolderPurchaser and such Purchaser's nominee or transferee (collectively, the "Holders"), the directors, if any, of such HolderHolders, the officers, if any, of such Holder Holders who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Exchange Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Exchange Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, Exchange Act or any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that (i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expenses arises out of or is based upon any Violation in any final prospectus, if such Violation is corrected in an amendment or supplement to such final prospectus and the Holder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of the Securities to the person asserting such loss, claim, damage, liability or expense after the Company furnished such Holder with a copy of such amended or supplemented prospectus; and (ii) the Company shall not be liable of any person uses a prospectus or amendment or supplement thereto following the giving of notice by the Company as provided in Section 7.2(c); and provided further, however, that the indemnity agreement contained in this Section 6(a7.4(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders.

By Company. To the extent permitted by law, the The Company will agrees to indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders you and each person, if any, who controls any such underwriter you within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Act of 1934Exchange Act, as amended (the "1934 Act"), from and against any and all losses, liabilities, claims, damagesdamages and expenses (including but not limited to reasonable attorneys' fees and any and all reasonable expenses incurred in investigating, expenses preparing or liabilities (defending against any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several) , to which you or they or any of them may become subject under the Securities Act, the 1934 Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages, damages or expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including Statement, as originally filed or any amendment thereof, or any related preliminary prospectus or final prospectus contained therein the Prospectus, or in any amendments supplement thereto or supplements theretoamendment thereof, or in any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (iiany such application, document or information being hereinafter called a "Blue Sky Application") the or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance in which they are made, therein not misleading or (iii) in any violation or alleged violation by material respect. Notwithstanding the Company of the Securities Actpreceding sentence, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for to the extent, but only to the extent that, any such loss, liability, claim, damage, liability damage or action to the extent that it aries expense arises out of or is based upon a Violation which occurs any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by to the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made Company by or on behalf of you expressly for use therein. This indemnity agreement will be in addition to any liability which the Holders Company may otherwise have, including under this Agreement. The Company agrees to pay any reasonable legal or other expenses for which it is liable under this subsection from time to time (but not more frequently than monthly) within 30 days after its receipt of a bill therefor; and further provided, however, that the foregoing provxxxxns are subject to the condition that, insofar as they relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any Preliminary Prospectus but eliminated or remedied in the Prospectus, such indemnity provision shall not inure to you or any such underwriter or controlling person and shall survive who controls you within the transfer meaning of Section 15 of the Registrable Securities by HoldersAct or Section 20(a) of the Exchange Act if a copy of the Prospectus was not sent or given to such person with or prior to the written confirmation of sale of such Shares to such person. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

By Company. To the extent permitted by law, the The Company will indemnify and hold harmless each Holder, each of its officers and directors and partners, and each person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of Section 15 of the Securities Act or and each Stockholder and its officers, directors and partners and each person controlling such Stockholder within the Securities Act meaning of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any Section 15 of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities liabilities, joint or several, (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, Exchange Act or any state or federal securities law law, or any rule or regulation promulgated under such Acts or law applicable to the Securities ActCompany in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter or and each person who controls any such underwriter, each Stockholder, each of its officers, directors and partners and each person controlling person, promptly as such expenses are incurredStockholder, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to any such Holder to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly for use in connection with to the Company by an instrument duly executed by such registration by the Holders or any such underwriter or Holder, controlling person, as the case may beunderwriter or Stockholder and stated to be specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of If the Holders or any such underwriter or controlling person and shall survive Stockholders are represented by counsel other than counsel for the transfer Company, the Company will not be obligated under this Section 4.7(a) to reimburse legal fees and expenses of the Registrable Securities by Holdersmore than one separate counsel for all Holders and Stockholders.

By Company. To the extent permitted by law, the The Company will indemnify and hold harmless each Holder, each of its officers and directors and partners, and each person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of Section 15 of the Securities Act or and each Investor and its officers, directors and partners and each person controlling such Investor within the Securities Act meaning of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any Section 15 of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities liabilities, joint or several, (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, Exchange Act or any state or federal securities law law, or any rule or regulation promulgated under such Acts or law applicable to the Securities ActCompany in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter or and each person who controls any such underwriter, each Investor, each of its officers, directors and partners and each person controlling person, promptly as such expenses are incurredInvestor, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information regarding a Holder furnished expressly for use in connection with to the Company by an instrument duly executed by such registration by the Holders or any such underwriter or Holder, controlling person, as the case may beunderwriter or Investor and stated to be specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of If the Holders or any such underwriter or controlling person and shall survive Investors are represented by counsel other than counsel for the transfer Company, the Company will not be obligated under this Section 3.7(a) to reimburse legal fees and expenses of the Registrable Securities by Holdersmore than one separate counsel for all Holders and Investors.

By Company. To the extent permitted by law, the The Company will agrees to indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders you and each person, if any, who controls any such underwriter you within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Act of 1934Exchange Act, as amended (the "1934 Act"), from and against any and all losses, liabilities, claims, damagesdamages and expenses (including but not limited to reasonable attorneys' fees and any and all reasonable expenses incurred in investigating, expenses preparing or liabilities (defending against any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several) , to which you or they or any of them may become subject under the Securities Act, the 1934 Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages, damages or expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including Statement, as originally filed or any amendment thereof, or any related preliminary prospectus or final prospectus contained therein the Prospectus, or in any amendments supplement thereto or supplements theretoamendment thereof, or in any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Securities under the securities laws thereof (iiany such application, document or information being hereinafter called a "Blue Sky Application") the or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading in any material respect, in light or arise out of or are based upon any failure of the circumstance Company to comply with any provision of this Underwriting Agreement resulting in which they are madea claim or loss to the Underwriters. Notwithstanding the preceding sentence, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for to the extent, but only to the extent that, any such loss, liability, claim, damage, liability damage or action to the extent that it aries expense arises out of or is based upon a Violation which occurs any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by to the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made Company by or on behalf of you expressly for use therein. This indemnity agreement will be in addition to any liability which the Holders Company may otherwise have, including under this Agreement. The Company agrees to pay any reasonable legal or other expenses for which it is liable under this subsection from time to time (but not more frequently than monthly) within 30 days after its receipt of a bill therefor; and further provided, xxxxver, that the foregoing provisions are subject to the condition that, insofar as they relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any Preliminary Prospectus but eliminated or remedied in the Prospectus, such indemnity provision shall not inure to you or any such underwriter or controlling person and shall survive who controls you within the transfer meaning of Section 15 of the Registrable Securities by HoldersAct or Section 20(a) of the Exchange Act if a copy of the Prospectus was not sent or given to such person with or prior to the written confirmation of sale of such Securities to such person. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

By Company. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the directorseach of their officers and directors and partners, and each Affiliate of such Holder, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each personAffiliate of any underwriter, if anywith respect to each registration, who controls any such underwriter within the meaning of the Securities Act qualification or the Securities Act of 1934, as amended (the "1934 Act")compliance which has been effected pursuant to this Agreement, against any lossesall expenses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses damages or liabilities (or actions or proceedingsin respect thereof) (collectively, whether "Claims"), including any Claims incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement or final prospectus contained therein prospectus, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Actmisleading, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders each such Holder, each of their officers and directors and Affiliates, each such underwriter or controlling person, promptly as such expenses are incurredand their Affiliates, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such lossClaim, claim, damage, liability action or proceeding; provided, however, provided that the indemnity agreement contained in this Section 6(a) subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action Claim if such settlement is effected without the consent of the Company, Company (which consent shall not be unreasonably withheld, nor shall delayed or conditioned), and the Company will not be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries any such Claim arises out of or is based upon a Violation which occurs 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 Company expressly for use in connection with such registration by such Holder, Affiliate or underwriter. If the Holders or any such underwriter or controlling personare represented by counsel other than counsel for the Company, as the case may be. Such indemnity shall remain in full force Company will not be obligated under this Section 7(a) to reimburse legal fees and effect regardless expenses of any investigation made by or on behalf of more than one separate counsel for the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders.

By Company. To the extent permitted by law, the The Company will indemnify and hold harmless each Holder, each of its officers and directors and partners, and each person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law Act or any rule or regulation promulgated under the Securities ActAct applicable to the Company in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder, each of its officers and directors and each person controlling such Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated specifically for use in connection with such registration by therein. If the Holders or any such underwriter or controlling personare represented by counsel other than counsel for the Company, as the case may be. Such indemnity shall remain in full force Company will not be obligated under this Subsection 6(a) to reimburse legal fees and effect regardless expenses of any investigation made by or on behalf of more than one separate counsel for the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders.

By Company. To the extent permitted by law, the Company will indemnify and hold harmless each Selling Holder, each of its officers and directors, partners and legal counsel, and each person controlling such Selling Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities (or actions or proceedingsproceedings in respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law Act or any rule or regulation promulgated under the Securities ActAct applicable to the Company in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Selling Holder, each of its officers, directors, partners and legal counsel, and each person controlling such Selling Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing, settling or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly to the Company by an instrument duly executed by such Selling Holder, controlling person or underwriter and stated to be specifically for use in connection with therein or such Selling Holder's failure to deliver a copy of the registration by the Holders statement or prospectus or any amendment thereto after the Company has furnished such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless Selling Holder with a sufficient number of any investigation made by or on behalf copies of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holderssame.

By Company. To the extent permitted by law, in the event of a registration of any of the Registrable Securities under the Securities Act, the Company will indemnify and hold harmless each Holder, the directorseach underwriter of Registrable Securities, if anyeach of Holder's partners, of such Holder, the directors and officers, if any, of such Holder who sign the Registration Statement, and each other person, if any, who controls "controls" such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such Holder or underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damagesdamages or liabilities, expenses or liabilities (joint or several) to which any of them they may become subject under the Securities Act, the 1934 Act Exchange Act, or otherwise, insofar as such losses, claims, damages, expenses damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Securities were registered under the Registration Statement including Securities Act, any preliminary prospectus or final prospectus contained therein therein, or any amendments amendment or supplements theretosupplement thereof, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, Act or any state securities law; and law applicable to the Company or relating to action or inaction required of the Company in connection with any such registration, and will reimburse the Holders each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any reasonable legal or and other expenses reasonably incurred by them in connection with investigating investigating, defending or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of settling any such loss, claim, damage, liability or action action; provided, however, that the Company will not be liable in any such case to the extent that amounts are paid in settlement if such settlement is effected without the consent of the Company, Company (which consent shall will not be unreasonably withheld), nor shall will the Company be liable in any such case for any such claim, loss, claim, damage, damage or liability or action to the extent that it aries arising out of or is based on any untrue statement or omission based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly to the Company by a Holder specifically for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holdersregistration.

By Company. To the extent permitted by law, the Company will ---------- indemnify and hold harmless each Holder, the directorseach of its officers and directors and partners, if any, of such Holder, the officers, if any, of and each person controlling such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losseswith respect to which registration has been effected pursuant to this Agreement against all expenses, claims, damageslosses, expenses damages or liabilities (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary registration statement or prospectus or final prospectus contained therein included within such registration statement or any amendments amendment or supplements supplement thereto, incident to any such registration, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law Act or any rule or regulation promulgated under the Securities Act, Act applicable to the 1934 Act, Company in connection with any state securities law; and the such registration. The Company will reimburse the Holders each Holder, each of its officers, directors and partners, and each person controlling such underwriter or controlling person, promptly as such expenses are incurredHolder, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly for use in connection with to the Company by such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter Holder or controlling person specifically for use therein. If the Holders are represented by counsel other than counsel for the Company, the Company will not be obligated under this Section 1.8(a) to reimburse legal fees and shall survive expenses of more than one separate counsel for the transfer Holders. The Company will also indemnify underwriters participating in the distribution, and each person who controls such underwriters within the meaning of Section 16 of the Registrable Securities Act, to the same extent customarily requested by Holderssuch persons in similar circumstances.

By Company. To the extent permitted by lawIn consideration for Employee's promises and releases herein, the Company, for itself, its subsidiaries, successors and assigns, now and forever, hereby releases and discharges the Employee from any and all claims, legal or equitable actions, liability or litigation, real or contemplated, known or unknown, that the Company will indemnify may now have or may later claim to have had against the Employee arising out of anything that has occurred up to and hold harmless each Holderthrough the date hereof, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holderincluding without limitation, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise claims arising out of her employment or are based upon any termination of employment with the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceedingCompany; provided, however, that the indemnity agreement contained Company does not release or waive any claims arising from any acts or omissions by Employee that constitute violation of any law, rule or regulation to which the Company or the Employee was subject at the time or any claims against the Company for any ultra virex xxxs by Employee, which claims are expressly reserved. The Company acknowledges that it may have sustained or may yet sustain damages, costs or expenses that are presently unknown and that relate to claims between it and the Employee which are nonetheless released hereby. For the purpose of implementing a full and complete release and discharge of the Employee, except with respect to the exceptions set forth above, the Company expressly acknowledges this Separation Agreement is intended to include in its effect, without limitation, all claims that it does not know or suspect to exist in its favor at the time it signs this Section 6(a) shall not apply to amounts paid in settlement Separation Agreement, and that this Separation Agreement contemplates the extinguishment of any such lossclaim or claims. The Company shall forever refrain and forbear from commencing, claiminstituting or prosecuting any lawsuit, damageaction, liability claim or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable proceeding before or in any such case for court, regulatory, governmental, arbitral or other authority against the Employee or naming or joining the Employee as a party to collect or enforce any such loss, claim, damage, liability claims or causes of action to the extent which are released and discharged hereby. The Company hereby acknowledges and agrees that it aries out has knowingly relinquished, waived and forever released any and all other remedies that might be available to it, including without limitation, claims for contract damages, punitive damages and attorneys' fees or expenses of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holderslitigation.

By Company. To the extent permitted by lawThis Agreement will terminate immediately upon delivery of written notice of termination to you if you, any owner of an Operating Company or, as appropriate, the Company will indemnify Franchised Distributorship: (1) fails to satisfy the annual or quarterly performance criteria within the Primary Area of Promotion, as provided in Section 3 and hold harmless each HolderExhibit E; (2) abandons, or surrenders or transfers control of, the directorsFranchised Distributorship's operation without our prior written approval; (3) makes any material misrepresentation or omission in applying for the Franchise or operating the Franchised Distributorship, if anyincluding, but not limited to, submitting false information to us or others or otherwise making false statements in connection with any promotional, marketing or other programs, whether or not you or the Franchised Distributorship actually participates in these programs; (4) is convicted by a trial court of, or pleads no contest to, a felony or other crime or offense; (5) engages in any dishonest or unethical conduct that is likely to affect adversely the reputation of such Holderyour Franchised Distributorship, us, TUPPERWARE Products or any other Franchised Tupperware Distributorship; (6) interferes with our inspection or audit rights, as provided in Section 12 of this Agreement; (7) fails to make the required transfer upon death or permanent incapacity; (8) fails to pay when due any federal or state income, sales or other taxes due on the Franchised Distributorship's operation, unless you are in good faith contesting your liability for these taxes; (9) makes any unauthorized use of the Marks or any unauthorized use or disclosure of the Operating Manuals or other Confidential Information; (10) makes an unauthorized transfer of any interest in this Agreement, the officersFranchise, if anythe Franchised Distributorship or an Operating Company; (11) engages in any promotional activities, or sells and/or distributes any TUPPERWARE Products, whether directly or indirectly through Consultants and other sales force members, in any areas or by any means prohibited under Section 3 of such Holder who sign the Registration Statementthis Agreement; (12) engages in, each person, if any, who controls such Holderor threatens to engage in, any underwriter (as defined in acts of physical violence during the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning operation of the Securities Act or the Securities Act of 1934, as amended Franchised Distributorship; or (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several13) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) fails on three (3) or more separate occasions within any untrue statement period of six (6) consecutive months to submit when due reports or alleged untrue statement other data, information or supporting records, to pay when due amounts owed for purchases from us or our Affiliates or other items or otherwise to comply with this Agreement, whether or not any of a material fact contained in the Registration Statement including any preliminary prospectus these failures to comply are corrected after you receive notice of default, or final prospectus contained therein or any amendments or supplements thereto, (ii) fails on two (2) or more separate occasions within any period of six (6) consecutive months to comply with the omission same obligation under this Agreement, whether or alleged omission not the failures are corrected after you receive notice of default. In addition to state therein a material fact required these grounds for terminating the Agreement immediately without your having an opportunity to be stated thereincure, this Agreement will terminate without further action by us or necessary notice to you if you: (a) fail (i) to comply strictly with our customer service and warranty requirements or (ii) to follow our instructions concerning the release of new TUPPERWARE Products and beginning promotions and related sales and marketing programs and do not correct the failures in subparagraphs (i) or (ii) within seven (7) days after written notice of the failure is delivered to you; or (b) fail to make payments of any amounts due to us or our Affiliates for purchases or any other reason and do not correct the statements therein, in light failure within ten (10) days after written notice of the circumstance in which they are made, failure is delivered to you; or (c) fail to comply with any other provision of this Agreement or any mandatory standard or operating procedure we prescribe and do not misleading or correct the failure within thirty (iii30) any violation or alleged violation by the Company days after written notice of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply failure to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement comply is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action delivered to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holdersyou.

By Company. To the extent permitted by lawCompany shall defend, the Company will indemnify and hold harmless CyDex and its Affiliates, and each Holder, the of their respective directors, if anymanagers, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders agents and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations employees (collectively, the “CyDex Indemnitees”), harmless from and against any and all Losses incurred by the CyDex Indemnitees as a "Violation"): result of any Claim by a Third Party, to the extent such Losses arise out of: (ia) Company’s breach of this Agreement or the Supply Agreement, including without limitation any of its covenants, representations and warranties herein or therein; (b) any untrue statement breach or alleged untrue statement violation of a material fact contained in the Registration Statement including any preliminary prospectus applicable law by Company, its Affiliates, sublicensees or final prospectus contained therein subcontractors, or any amendments or supplements theretoof their respective managers, (ii) the omission or alleged omission to state therein a material fact required to be stated thereinofficers, directors, employees, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them agents in connection with investigating the activities contemplated by this Agreement or defending the Supply Agreement including but not limited to those listed in subsections (c), (d) and (e) below, (c) any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made Study conducted by or on behalf of Company, but only to the Holders extent that such claim is unrelated to a Defect, as defined in the Supply Agreement; (d) the research, development, manufacture, use, handling, promotion, marketing, distribution, importation, sale or offering for sale of Licensed Products by Company, its Affiliates, Sublicensees, Contract Manufacturers, distributors or agents (for clarity, such terms shall not include CyDex in any event), but only to the extent not attributable directly to Captisol, CyDex, its Affiliates or CyDex’s/its Affiliates’, contractors and/or subcontractors for such activity; (e) infringement of a Third Party’s intellectual property rights in the making, having made, using, selling, offering for sale and importing of Licensed Products, but only to the extent that any such infringement Claim is unrelated to Captisol or the Licensed Intellectual Property; (f) interactions and communications (and failures to interact or engage) by Company, its Affiliates, Sublicensees, distributors or agents with governmental authorities, physicians or other Third Parties relating to Licensed Products and/or Captisol; (g) any death or adverse physical or mental reaction to any person arising from any Licensed Product but only to the extent not attributable to a Defect, as defined in the Supply Agreement; or (h) the grossly negligent or willful misconduct of Company or its Affiliates, Sublicensees, Contract Manufacturers, distributors or agents or any of their respective managers, officers, directors, managers, employees or agents; and for each of subsections (a)-(h), all except to the extent that such underwriter Losses are primarily caused by a CyDex Indemnitee’s breach of applicable law, this Agreement or controlling person and shall survive the transfer of the Registrable Securities by HoldersSupply Agreement, gross negligence or willful misconduct.

By Company. To the extent permitted by law, the The Company will indemnify and hold harmless each Holder, each of its officers and directors, and each person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to whom registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law Act or any rule or regulation promulgated under the Securities ActAct applicable to the Company in connection with a registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder, each of its officers and directors, each person controlling such Holder, each underwriter and each such underwriter or controlling person, promptly as such expenses are incurredperson who controls any underwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated to be specifically for use in connection therein. If such Holder is represented by counsel other than counsel for the Company, the Company will not be obligated under this Section 1.7(a) to reimburse legal fees and expenses of more than one separate counsel for such Holder. Notwithstanding the foregoing, with such registration by respect to any preliminary prospectus, the Holders or foregoing indemnity shall not inure to the benefit of any such Holder, director, officer, underwriter or controlling personperson from whom the person asserting any loss, claim, damage, liability or expense purchased securities of the Company, if (i) the Company timely notified the selling Holder that disclosures made in the final prospectus cured disclosures made in the preliminary prospectus, (ii) the Company provided a sufficient number of copies of the final prospectus to the selling Holder, (iii) a copy of the final prospectus (as then amended or supplemented if the case may be. Such indemnity Company shall remain in full force and effect regardless of have furnished any investigation made amendments or supplements thereto) was not sent or given by or on behalf of the Holders selling Holder or any underwriter to such underwriter person, if required by law so to have been delivered and (iv) the prospectus (as so amended or controlling person and shall survive supplemented) would have cured the transfer of the Registrable Securities by Holdersdefect giving rise to such loss, claim, damage, liability or expense.

By Company. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration StatementAnworth, each personof its officers and directors and partners, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter person controlling Anworth within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losseswith respect to which registration has been effected pursuant to this Agreement against all expenses, claims, damageslosses, expenses damages or liabilities (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary registration statement or prospectus or final prospectus contained therein included within such registration statement or any amendments amendment or supplements supplement thereto, incident to any such registration, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law Act or any rule or regulation promulgated under the Securities Act, Act applicable to the 1934 Act, Company in connection with any state securities law; and the such registration. The Company will reimburse the Holders Anworth, each of its officers, directors and partners, and each such underwriter or person controlling person, promptly as such expenses are incurredAnworth, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly for use in connection with such registration to the Company by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter Anworth or controlling person specifically for use therein. If Anworth is represented by counsel other than counsel for the Company, the Company will not be obligated under this Section 1.8(a) to reimburse legal fees and shall survive expenses of more than one separate counsel for Anworth. The Company will also indemnify underwriters participating in the transfer distribution, and each person who controls such underwriters within the meaning of Section 16 of the Registrable Securities Act, to the same extent customarily requested by Holderssuch persons in similar circumstances.

By Company. To Subject to the extent permitted by lawterms and conditions of this Article 11, the Company will indemnify hereby agrees to indemnify, defend and hold harmless each HolderBuyer, the and its directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter employees and controlled and controlling persons (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the hereinafter "1934 ActBuyer's Affiliates"), from and against any lossesall Claims asserted against, claimsresulting to, damagesimposed upon, expenses or liabilities (joint incurred by Buyer, Buyer's Affiliates or several) the business and assets transferred to which any of them may become subject under the Securities ActBuyer pursuant to this Agreement, the 1934 Act directly or otherwiseindirectly, insofar as such lossesby reason of, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon resulting from (a) the inaccuracy or breach of any representation or warranty of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact Company contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, made pursuant to this Agreement (iiregardless of whether such breach is deemed "material"); (b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light breach of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the covenant of Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect Agreement (regardless of whether such breach is deemed "material"); (c) any investigation made Claim brought by or on behalf of the Holders any broker or finder retained, employed or used by Company or any such underwriter of its directors, officers, employees or controlling person agents in connection with the transactions provided for herein or the negotiation thereof, whether or not disclosed herein; or (d) any Claim against Company, the Purchased Assets or the business of Company not specifically assumed by Buyer pursuant hereto. As used in this Article 11, the term "Claim" shall include (i) all Liabilities; (ii) all losses, damages, judgments, awards, penalties and shall survive the transfer settlements; (iii) all demands, claims, suits, actions, causes of action, proceedings and assessments, whether or not ultimately determined to be valid; and (iv) all costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated or arbitrated matter), court costs and reasonable fees and expenses of attorneys and expert witnesses) of investigating, defending or asserting any of the Registrable Securities by Holdersforegoing or of enforcing this Agreement.

By Company. To Subject to the extent permitted by lawterms and conditions of this Article IX, the Company will covenants and agrees to defend, indemnify and hold harmless each HolderInvestor, its officers, directors, employees, agents, advisers, lenders, representatives and Affiliates (including, after the Closing, the directors, if any, of such HolderCompany) (collectively, the officers“Investor Indemnitees”), if anyfrom and against, of such Holder who sign the Registration Statement, each person, if any, who controls such Holderand pay or reimburse Investor Indemnitees for, any underwriter and all claims, liabilities, obligations, losses, fines, costs, judgments, penalties, proceedings, deficiencies or damages (as defined whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses, court costs, consulting fees, expert witness fees and reasonable attorneys’ fees incurred in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning investigation or defense of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions same or violations in asserting any of their respective rights hereunder (collectively, a "Violation"): “Losses”), resulting from or arising out of: (ia) any untrue statement misrepresentation or alleged untrue statement breach of a material fact any warranty of Company or the Company contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceedingthis Agreement; provided, however, that, for purposes of this Article IX, in determining whether any such misrepresentation or breach occurred, any dollar amount thresholds, materiality qualifiers and Material Adverse Effect qualifiers contained in any representation or warranty herein shall be disregarded; provided further, however, that no claim for indemnification under this clause (a) may be made after the indemnity third anniversary of the Closing Date, excepting only that any claim for misrepresentation or breach of warranty under (i) Sections 3.7, 3.11(a), 3.11(c), and 3.16 may be made no later than a date 30 days from and after the expiration of the period of the applicable statute of limitations, or (ii) Section 3.3 may be made at any time; (b) any failure of the Company to perform any covenant or agreement made or contained in this Section 6(a) shall not apply to amounts paid Agreement or fulfill any obligation in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent respect thereof. Company shall not be unreasonably withheld, nor shall the Company be liable in required to indemnify Investor Indemnitees with respect to any such case claim for any such loss, claim, damage, liability indemnification resulting from or action to the extent that it aries arising out of or is based upon a Violation matters described in clause (a) above pursuant to this Section 9.1 unless and until the aggregate amount of all claims against Company exceeds $50,000 (“Company’s Threshold Amount”), in which occurs in reliance upon and in conformity with written information furnished expressly case Company shall be required to indemnify Investor Indemnitees for use in connection with the full amount of such registration by the Holders or any such underwriter or controlling personclaims, as the case may be. Such indemnity shall remain in full force and effect regardless including Company’s Threshold Amount, but only up to an aggregate amount of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders$2,500,000 for all claims.

By Company. To the extent permitted by law, the The Company will indemnify and hold harmless each Holder, each of its officers, directors, shareholders, agents and partners, and each Person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, Person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law Act or any rule or regulation promulgated under the Securities ActAct applicable to the Company in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder, each of its officers, directors, shareholders, agents and partners, and each Person controlling such Holder, each such underwriter or controlling person, promptly as and each Person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly to the Company by an instrument duly executed by such Holder, controlling Person or underwriter and stated to be specifically for use therein, and provided, further, that the Company shall not be liable in connection with any such registration case to any Person to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon such Person's failure to fulfill an legal obligation to deliver a supplemented or amended prospectus provided by the Company to such Person pursuant to Section 7(f) hereof. If the Holders or any such underwriter or controlling personare represented by counsel other than counsel for the Company, as the case may beCompany will not be obligated under this Section 8(a) to reimburse legal fees and expenses of more than one separate counsel for Holders. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders such Holder or any such director, officer, shareholder, agent, partner, underwriter or controlling person Person and shall survive the transfer of the Registrable Securities such securities by Holderssuch holder.

By Company. To In the extent permitted by lawevent the Closing occurs, then from and after the Closing: (a) The Company will shall indemnify and hold harmless each Holderthe Purchaser, CMC and the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, Surviving Entity against all Losses incurred by any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any all of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): arising from: (i) any untrue statement liabilities and obligations of the Company and its Subsidiaries, including liabilities and obligations related to the assets, operations, liabilities and business that are retained by, or alleged untrue statement the liability or responsibility of a material fact contained in the Registration Statement including any preliminary prospectus Company pursuant to the Healthcare Transaction but specifically excluding liabilities, obligations and Losses (x) which are the responsibility of the Purchaser under Section 11.01 hereof; or final prospectus contained therein (y) which relate to the assets or any amendments liabilities which are the subject of the Excluded Assets Transaction (except to the extent such liabilities and obligations are by the express terms of the agreement relating to the Excluded Asset Transaction the liability or supplements theretoresponsibility of the Company), and (ii) a breach by the omission Company or alleged omission to state therein a material fact required to be stated thereinBSL of its representations and warranties, or necessary to make a breach by the statements thereinCompany of its covenants, set forth in light this Agreement. (b) Without limiting in any way the obligations of the circumstance Company under Section 11.02(a) hereof, and notwithstanding any limitation contained in which they are madeany provision of this Agreement (including, not misleading without limitation, Section 11.05 hereof), the Company shall indemnify and hold harmless the Purchaser, CMC and the Surviving Entity against: (i) all Income Taxes of the Company and its Subsidiaries, including BSL and CMC, for each taxable year or other period ending on or before or including (for the portion of the taxable year through the close of business on) the Closing Date, including, without limitation, all Taxes that may be or become payable in respect of the matters described in Section 4.14 of the Company's Disclosure Letter; and (ii) all Taxes of the Company and its Subsidiaries, including BSL and CMC, attributable to the transactions contemplated by this Agreement, including the Merger, the Related Assets and Liabilities Transaction, the Healthcare Transaction, the Excluded Assets Transaction, the Freedom Village Transaction and the Limited Partnership Transaction, and also including the federal Income Taxes the Company has agreed to pay as provided in Section 9.01 hereof; and (iii) any violation or alleged violation breach by the Company of the Securities Actits obligations under Section 6.01(k), the 1934 Act, Section 9.01 or Section 12.07 hereof; and (iv) any state securities law dissenters' rights or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and other claims by former shareholders of the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them exercising dissenter's rights in connection with investigating or defending the fairness of the consideration paid in the transactions contemplated by this Agreement. (c) Without limiting in any such lossway the obligations of the Company under Section (a) hereof, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement and notwithstanding any limitation contained in any provision of this Agreement, including, without limitation, Section 6(a) 11.05 hereof, the Company shall not apply pay to amounts the Purchaser any amount previously paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without by the consent of Purchaser to the CompanyCompany as an Advance Reimbursement, which consent shall did not be unreasonably withheld, nor shall qualify or should not have been treated as an Advance Reimbursement and which Purchaser sets forth in a notice of claim relating thereto delivered to the Company be liable in any such case for any such loss, claim, damage, liability or action to within 120 days after the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by HoldersClosing Date.

By Company. To the extent permitted by law, the The Company will indemnify and hold harmless each Holder, each of its officers and directors and partners, and each person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law Act or any rule or regulation promulgated under the Securities ActAct applicable to the Company in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each Holder, each of its officers, directors and partners, each person controlling such Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred, as incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated to be specifically for use in connection with such registration by therein. If the Holders or any such underwriter or controlling personare represented by counsel other than counsel for the Company, as the case may be. Such indemnity shall remain in full force Company will not be obligated under this SECTION 1.5(A) to reimburse legal fees and effect regardless expenses of any investigation made by or on behalf of more than one separate counsel for the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders.

By Company. To the extent permitted by law, the Company will indemnify and hold harmless each HolderExecutive, the directorslegal counsel, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holderaccountants and agents for Executive, any underwriter (as defined in the Securities Act) for the Holders Executive and each person, if any, who controls any Executive or such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Exchange Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which they or any of them may become subject under the Securities Act, the 1934 Exchange Act or otherwiseany state securities laws, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of from or are based upon any of the following statements, omissions or violations (collectively, collectively a "“Violation"”): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement such registration statement (including any incorporated document), including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, ; (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, therein not misleading misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, Exchange Act or any state securities lawlaws; and the Company will reimburse the Holders Executive, legal counsel, accountants and agents and each such underwriter or controlling person, promptly as such expenses are incurred, person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action liability, or proceedingaction; provided, however, that the indemnity agreement contained in this Section 6(a2.4(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability liability, or action to the extent that it aries out of arises from or is based upon a Violation which that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders Executive, or any such legal counsel, accountant, agent or any underwriter or controlling personperson for Executive; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of Executive, legal counsel, accountants, agent or any underwriter, or any person controlling any underwriter, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the prospectus (as then amended or supplemented if the case may be. Such indemnity Company shall remain in full force and effect regardless of have furnished any investigation made amendments or supplements thereto) was not sent or given by or on behalf of the Holders Executive or any such underwriter to such person, if required by law to have been so delivered, at or controlling person and shall survive prior to the transfer written confirmation of the Registrable Securities sale of the shares to such person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability. If Executive is represented by Holderscounsel other than counsel for the Company, the Company will not be obligated under this Section 2.4(a) to reimburse legal fees and expenses of more than one counsel on behalf of Executive.

By Company. To the extent permitted by law, the The Company will indemnify and hold harmless each Holder, each of its ---------- officers and directors, partners and affiliates, and each person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of Section 15 of the Securities Act or and each Investor and its officers, directors, partners and affiliates and each person controlling such Investor within the Securities Act meaning of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any Section 15 of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities liabilities, joint or several, (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, Exchange Act or any state or federal securities law law, or any rule or regulation promulgated under such Acts or law applicable to the Securities ActCompany in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder, each of its officers, directors, partners and affiliates, and each person controlling such Holder, each such underwriter or and each person who controls any such underwriter, each Investor, each of its officers, directors, partners and affiliates and each person controlling person, promptly as such expenses are incurredInvestor, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly for use in connection with to the Company by an instrument duly executed by such registration by the Holders or any such underwriter or Holder, controlling person, as the case may beunderwriter or Investor and stated to be specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of If the Holders or any such underwriter or controlling person and shall survive Investors are represented by counsel other than counsel for the transfer Company, the Company will not be obligated under this Section 4.7(a) to reimburse legal fees and expenses of the Registrable Securities by Holdersmore than one separate counsel for all Holders and Investors.

By Company. To the extent permitted by law, the The Company will indemnify each Investor, each of its officers, directors, partners, members and hold harmless agents, and each Holderperson controlling a Investor within the meaning of Section 15 of the Securities Act, the directorswith respect to whom registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law Act or any rule or regulation promulgated under the Securities ActAct applicable to the Company in connection with a registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each Investor, each of its officers, directors, partners, members and agents, each person controlling an Investor, each underwriter and each such underwriter or controlling person, promptly as such expenses are incurredperson who controls any underwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly to the Company by an instrument duly executed by a Investor, controlling person or underwriter and stated to be specifically for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holderstherein.

By Company. To Company represents and warrants to Haldan that: (i) it has the extent permitted legal capacity to enter into this Agreement, sell the Property to Haldan and make the representations and warranties herein and in the Bxxx of Sale regarding such sale; (ii) its execution, delivery and performance of this Agreement has been duly authorized by lawall necessary corporate action, the person executing this Agreement has been duly authorized to do so by the Company, and the Company has duly executed and delivered this Agreement; (iii) its execution, delivery and performance of this Agreement and its purchase of the Shares will not violate the Company's constating instruments, and laws applicable to Company, or agreements binding on the Company or its property; (iv) it has filed as and when due (giving effect to extensions obtained) all federal and state tax returns required to be filed by Company, and has paid all taxes due and payable in such returns, and has paid all sales, use, withholding and other taxes applicable to Company, other than, in each of the foregoing instances, taxes being contested in good faith and with respect to which Company has appropriately reserved for the payment thereof in accordance with generally accepted accounting principles; the Company has not received any notice of a deficiency or other claim for taxes owing from any federal or state taxing authority, other than such as have been paid, or settled with any settlement amount paid; (v) Company has complied with all applicable provisions of the Uniform Commercial Code as in effect in the State of Nevada respecting the sale of the Property; (vi) the Company is not qualified to conduct business in the State of New York, and neither its business activities in said state nor its ownership of property located therein would require that the Company qualify to do business in the State of New York; and (vii) other than the items set forth on Exhibit "A" and Exhibit "C" hereto, the Company will indemnify and hold harmless each Holderdoes not have any other item of inventory with "raw" cost (that is excluding framing, the directorsresearch, if anytranslation, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; conservator costs and the Company will reimburse the Holders and each such underwriter like) of $2,000 or controlling personmore, promptly as such expenses are incurred, except for any legal approximately 121 items with individual "raw" cost of $2,000 or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companymore, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holdersitems aggregate less than $415,000.

By Company. To the extent permitted by law, the Company will ---------- indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations E-169 (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(aa) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders.

By Company. To the extent permitted by law, the The Company will indemnify and hold harmless each ---------- Holder, each of its officers and directors and partners, and each person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of Section 15 of the Securities Act or and each Stockholder and its officers, directors and partners and each person controlling such Stockholder within the Securities Act meaning of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any Section 15 of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities liabilities, joint or several, (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, Exchange Act or any state or federal securities law law, or any rule Rule or regulation promulgated under such Acts or law applicable to the Securities ActCompany in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter or and each person who controls any such underwriter, each Stockholder, each of its officers, directors and partners and each person controlling person, promptly as such expenses are incurredStockholder, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to any such Holder to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly for use in connection with to the Company by an instrument duly executed by such registration by the Holders or any such underwriter or Holder, controlling person, as the case may beunderwriter or Stockholder and stated to be specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of If the Holders or any such underwriter or controlling person and shall survive Stockholders are represented by counsel other than counsel for the transfer Company, the Company will not be obligated under this Section 4.7(a) to reimburse legal fees and expenses of the Registrable Securities by Holdersmore than one separate counsel for all Holders and Stockholders.

By Company. To the extent permitted by law, the Company will indemnify and hold harmless each HolderExecutive, the directorslegal counsel, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holderaccountants and agents for Executive, any underwriter (as defined in the Securities Act) for the Holders Executive and each person, if any, who controls any Executive or such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Exchange Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which they or any of them may become subject under the Securities Act, the 1934 Exchange Act or otherwiseany state securities laws, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of from or are based upon any of the following statements, omissions or violations (collectively, collectively a "ViolationVIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement such registration statement (including any incorporated document), including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, ; (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, therein not misleading misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, Exchange Act or any state securities lawlaws; and the Company will reimburse the Holders Executive, legal counsel, accountants and agents and each such underwriter or controlling person, promptly as such expenses are incurred, person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action liability, or proceedingaction; provided, however, that the indemnity agreement contained in this Section 6(a2.4(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability liability, or action to the extent that it aries out of arises from or is based upon a Violation which that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders Executive, agent or any such underwriter or controlling person; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of Executive, legal counsel, accountants, agent or any underwriter, or any person controlling any underwriter, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the prospectus (as then amended or supplemented if the case may be. Such indemnity Company shall remain in full force and effect regardless of have furnished any investigation made amendments or supplements thereto) was not sent or given by or on behalf of the Holders Executive or any such underwriter to such person, if required by law to have been so delivered, at or controlling person and shall survive prior to the transfer written confirmation of the Registrable Securities sale of the shares to such person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability. If Executive is represented by Holderscounsel other than counsel for the Company, the Company will not be obligated under this Section 2.4(a) to reimburse legal fees and expenses of more than one counsel on behalf of Executive.

By Company. To the extent permitted by law, the The Company will indemnify and hold harmless each Holder, each of its officers and directors and partners, and each person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of Section 15 of the Securities Act or and each Stockholder and its officers, directors and partners and each person controlling such Stockholder within the Securities Act meaning of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any Section 15 of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities liabilities, joint or several, (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements therein, in light of the circumstance circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, Exchange Act or any state or federal securities law law, or any rule or regulation promulgated under such Acts or law applicable to the Securities ActCompany in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter or and each person who controls any such underwriter, each Stockholder, each of its officers, directors and partners and each person controlling personsuch Stockholder, promptly as in advance of the final disposition of such expenses are incurredmatter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to any such Holder to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly for use in connection with to the Company by an instrument duly executed by such registration by the Holders or any such underwriter or Holder, controlling person, as the case may beunderwriter or Stockholder and stated to be specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of If the Holders or any such underwriter or controlling person and shall survive Stockholders are represented by counsel other than counsel for the transfer Company, the Company will not be obligated under this Section 4.7(a) to reimburse legal fees and expenses of the Registrable Securities by Holdersmore than one separate counsel for all Holders and Stockholders.

By Company. To the extent permitted by law, the Company will indemnify and hold harmless each Selling Holder, each of its officers and directors, partners and legal counsel, and each person controlling such Selling Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities (or actions or proceedingsproceedings in respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, therein or necessary to make the statements thereintherein not misleading, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law Act or any rule or regulation promulgated under the Securities ActAct applicable to the Company in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Selling Holder, each of its officers, directors, partners and legal counsel, and each person controlling such Selling Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing, settling or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly to the Company by an instrument duly executed by such Selling Holder, controlling person or underwriter and stated to be specifically for use in connection with therein or such Selling Holder's failure to deliver a copy of the registration by the Holders statement or prospectus or any amendment thereto after the Company has furnished such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless Selling Holder with a sufficient number of any investigation made by or on behalf copies of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holderssame.

By Company. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section subsection 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders.

By Company. To Subject to the extent permitted by lawterms and conditions of this Agreement, at the Closing, Company will indemnify shall execute and hold harmless each Holderdeliver, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statementor cause to be executed and delivered, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act following documents (where the execution or delivery of the documents is contemplated), deliver, or cause to be delivered, each of the following items (where the delivery of the items is contemplated), and will take or cause to be taken, each of the following actions (where the taking of action is contemplated), in each case, to the Parent (unless otherwise specified): (i) a customary payoff letter (each, a “Payoff Letter”), in form and substance reasonably satisfactory to Parent, and related release and/or termination documents from each financial institution or other lender (or the Securities Act of 1934, as amended (agents representing the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or severalforegoing) to which the Company or any of them may become subject under its Subsidiaries is obligated with respect to the Securities Act, repayment of Borrowed Money Debt confirming (x) the 1934 Act or otherwise, insofar total payment required to be made as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statementsClosing Date to repay in full all Borrowed Money Debt, omissions or violations including all principal, interest, fees, prepayment premiums and penalties, if any (collectivelythe aggregate of all such amounts being referred to as the “Payoff Amount”), a "Violation"): together with pay-off instructions for making such repayment on the Closing Date, and (iy) any untrue statement or alleged untrue statement that upon payoff of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements theretosuch amounts, all obligations and all Liens securing such Borrowed Money Debt will be satisfied, discharged and terminated and/or released; (ii) final invoices or estimates with respect to the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, Selling Expenses (described in light clause (a) of the circumstance in which they are made, not misleading or definition thereof) and the instructions for paying the same; (iii) any violation a certificate, dated as of the Closing Date, executed by an authorized officer of Company (in his or alleged violation her capacity as such and not individually) certifying that the conditions set forth in Section ‎7.1(a), Section ‎7.1(b) and Section ‎7.1(e) have been satisfied; (iv) the First Certificate of Merger, duly executed by the Company; (v) a properly executed statement, dated as of the Closing Date, that satisfies the requirements of Treasury Regulations Section 1.1445-2(c)(3), together with the required notice to the IRS pursuant to Treasury Regulations Section 1.897-2(h) and written authorization for Parent to deliver such notice and a copy of such statement to the IRS on behalf of the Company upon the Closing; (vi) a certificate, dated the Closing Date, duly executed by an authorized executive officer of the Company, certifying that true and complete copies of resolutions of the Company’s board of directors authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder as in effect on the Securities ActClosing Date, are attached to such certificate; (vii) evidence with respect to the 1934 Act, any state securities law resignation or any rule or regulation promulgated under removal of the Securities Act, the 1934 Act, any state securities law; directors and officers of the Company will reimburse and its Subsidiaries if and to the Holders and extent identified in writing by the Parent at least two (2) Business Days prior to the Closing Date; (viii) [INTENTIONALLY OMITTED]; (ix) evidence of the valid termination of each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that of the indemnity agreement contained in this Section 6(aContracts listed on Section‎ 2.3(a)(ix) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent Disclosure Schedule; (x) a certificate of good standing of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action dated no more than thirty (30) days prior to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration Closing, issued by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless Secretary of any investigation made by or on behalf State of the Holders State of Delaware (or any such underwriter or controlling person and shall survive the transfer of equivalent entity); and (xi) the Registrable Securities Escrow Agreement, duly executed by Holdersthe Stockholder Representative.

By Company. To the extent permitted by law, the Company will ---------- indemnify and hold harmless each Holder, the directorspartners or officers, if any, directors and stockholders of such each Holder, the officers, if any, of such Holder who sign the Registration Statement, legal counsel and accountants for each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders such Holder and each person, if any, who controls any such Holder or underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Exchange Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which they or any of them may become subject under the Securities Act, the 1934 Exchange Act or otherwiseany state securities laws, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of from or are based upon any of the following statements, omissions or violations (collectively, collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, ; (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, therein not misleading misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, Exchange Act or any state securities lawlaws; and the Company will reimburse the Holders and each such Holder, officer, director or partner, underwriter or controlling person, promptly as such expenses are incurred, person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action liability, or proceedingaction; provided, however, that the indemnity agreement contained in this Section 6(a2.4(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability liability, or action to the extent that it aries out of arises from or is based upon a Violation which that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such Holder, underwriter or controlling person; provided further, as however, that the case may be. Such foregoing indemnity agreement with respect to any preliminary prospectus shall remain in full force and effect regardless not inure to the benefit of any investigation made Holder or underwriter, or any person controlling such Holder or underwriter, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder or underwriter to such person, if required by law to have been so delivered, at or prior to the written confirmation of the sale of the shares to such person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability. If the Holders or any such underwriter or controlling person and shall survive Investors are represented by counsel other than counsel for the transfer Company, the Company will not be obligated under this Section 2.4(a) to reimburse legal fees and expenses of the Registrable Securities by Holdersmore than one separate counsel for all Holders and Investors.

By Company. To The Company agrees to indemnify, to the extent permitted by law, the Company will indemnify Holder and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each personPerson, if any, who participates as an underwriter in the offering or sale of the Designated Registrable Securities, their respective officers and directors and each Person who controls such HolderHolder or underwriter (within the meaning of any applicable Securities Act) against all losses (excluding loss of profits), claims, damages, liabilities and expenses arising out of or based upon (i) any underwriter information or statement contained in the preliminary prospectus, the prospectus or any amendment thereto which at the time and in light of the circumstances under which it was made contains a misrepresentation (as defined in the applicable Securities Act); (ii) for any omission to state in the Holders and each person, if any, who controls preliminary prospectus or the prospectus any fact that was required to be stated in such underwriter within the meaning document or necessary to make any statement in such document not misleading in light of the Securities Act circumstances under which it was made; (iii) any order made or the Securities Act of 1934inquiry, as amended (the "1934 Act"), against any losses, claims, damages, expenses investigation or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether proceedings commenced or threatenedthreatened by any applicable Commission, in respect thereof) arise out of court or are other competent authority based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained omission or any misrepresentation in the Registration Statement including any preliminary prospectus, the prospectus or final any amendment thereto or based upon any failure to comply with applicable securities laws (other than any failure by the Holder or the underwriters) preventing or restricting the trading in or the sale and distribution of the Designated Registrable Securities pursuant to a Demand Registration; and (iv) non-compliance by the Company with any of the Securities Acts in connection with a Demand Registration and the distribution effected thereunder, except insofar as (v) any information or statement referred to in clause (i), (ii) or (iii) of this Section 4.2(a) has been furnished in writing to the Company by the Holder pursuant to Section 4.2(b) or the underwriters expressly for use therein or (vi) caused by such Holder's or any underwriter's failure to deliver to a purchaser of Designated Registrable Securities a copy of the prospectus contained therein or any amendments or supplements thereto, (ii) thereto after the omission or alleged omission to state therein Company has furnished such Holder with a material fact required to be stated therein, or necessary to make the statements therein, in light sufficient number of copies of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holderssame.

By Company. To the extent permitted by law, the The Company will indemnify and hold harmless each Holder, each of its officers and directors and partners, and each person controlling such Holder within the directorsmeaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, person who controls any such underwriter within the meaning of the Securities Act or the Securities Act Section 15 of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such lossesagainst all expenses, claims, damageslosses, expenses damages or liabilities liabilities, joint or several, (or actions or proceedingsin respect thereof), whether including any of the foregoing incurred in settlement of any litigation, commenced or threatened, in respect thereof) arise arising out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement including any preliminary prospectus registration statement, prospectus, offering circular or final prospectus contained therein other document, or any amendments amendment or supplements supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (ii) the omission or alleged omission omission) to state therein a material fact required to be stated therein, herein or necessary to make the statements thereinherein, in light of the circumstance herein circumstances in which they are were made, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, Exchange Act or any state or federal securities law law, or any rule or regulation promulgated under such Acts or law applicable to the Securities ActCompany in connection with any such registration, the 1934 Actqualification or compliance, any state securities law; and the Company will reimburse the Holders each such Holder, each of its officers and directors, and partners, and each person controlling such Holder, each such underwriter or controlling person, promptly as and each person who controls any such expenses are incurredunderwriter, for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Companyaction, which consent shall not be unreasonably withheld, nor shall provided that the Company will not be liable in any such case for to the extent that any such claim, loss, claim, damage, liability or action to the extent that it aries expense arises out of or is based upon a Violation which occurs on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished expressly to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated to be specifically for use in connection with such registration by therein. If the Holders are represented by counsel other than counsel for the Company, the Company will not be obligated under this Section 4.7(a) to reimburse legal fees and expenses of more than one separate counsel for all Holders, unless there is a conflict between one or any such underwriter or controlling personmore Holders, as in which case the case may beCompany will reimburse the Holders for legal fees and expenses for more than one counsel. Such This indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders any Holder or any officer, director or partner thereof or any person controlling such underwriter or controlling person Holder, and shall survive the transfer of the Registrable Securities securities by Holderssuch Holder.