Common use of Concerning the Rights Agent Clause in Contracts

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or wrongful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, execution, amendment and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Company or any holder of Rights) of liability in the premises. The costs and expenses of incurred by the Rights Agent in enforcing this right of indemnification shall also be paid by the CompanyCompany unless it is determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction that the Rights Agent is not entitled to indemnification due to the Rights Agent's gross negligence, bad faith or willful misconduct, in which case the costs and expenses of the Company incurred in defending this claim for indemnification shall be paid by the Rights Agent. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, or otherwise upon and the advice of counsel as set forth Rights Agent shall be fully protected and shall incur no liability for failing to take any action in Section 20 hereofconnection therewith unless and until it has received such notice. (c) Nothwithstanding Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such the loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liabilityliability damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement. To the extent that the Rights Agent is successful in an action to enforce its right to indemnification, including the costs and expenses of defending against any claim of liability incurred in the premises. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for representing the Preferred Stock, the Common Shares Stock or for any other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for special, indirect or consequential loss or damage of failing to take any kind whatsoever (including but not limited to lost profits) even if the Rights Agent action in connection therewith unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice.

Concerning the Rights Agent. (a) 18.1.1 The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of counsel), incurred without gross negligence, bad faith or wrongful willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction) on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in and appealing any claim of liability arising therefrom, directly or indirectly. In no case will the premisesRights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage regardless of the form of the action. The Any liability of the Rights Agent under this Agreement will be limited to the amount of annual fees paid by the Company to the Rights Agent. Subject to the foregoing limitations, the costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) 18.1.2 The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and in the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for representing Common Shares or the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where when necessary, verified verified, guaranteed or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrarybelow, in no event shall the absence of gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). The Rights Agent shall not be liable for special, indirect or consequential loss or damage deemed to have any knowledge of any kind whatsoever (including but not limited event of which it was supposed to lost profits) even if receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, execution, delivery, administration and execution amendment of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of this Rights Agreement, including the costs and expenses of defending against any claim of liability in the premisesliability. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Rights Agreement, the exercise or expiration of the Rights and the termination resignation or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be fully authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Series AA Preferred Stock, Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action...

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, settlement demand, settlement, cost or expense, expense incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent for any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including including, without limitation, the costs cost and expenses of defending against any claim of liability in the premisesliability. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification indemnity provided for hereunder herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, its with the acceptance and administration of this Rights Agreement in reliance upon any Right Certificate or Certificate, certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person Person or personsPersons. The Rights Agent shall be fully protected in relying upon any certificate or notice provided to it hereunder by the Company, and the Rights Agent shall not have any duty or otherwise upon notice hereunder until such certificate or notice is delivered by the advice of counsel as set forth in Section 20 hereofCompany to the Rights Agent. (c) Nothwithstanding anything in this Agreement Anything to the contrarycontrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect indirect, consequential or consequential incidental loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the actiondamage.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent and its Affiliates and each of their directors, officers, employees and agents (collectively, the "Indemnified Parties") for, and to hold it them harmless against, any damage, loss, liability, cost or expense, expense incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, Indemnified Parties for anything any thing done or omitted to be done by the Rights Agent Indemnified Parties in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim or demand of liability in the premises. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification indemnity provided for hereunder herein shall survive the expiration of the Rights and the termination of this Rights Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything . Anything in this Agreement agreement to the contrarycontrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has Indemnified Parties have been advised of the likelihood of such loss or damage and regardless of the form of the action. (b) The Rights Agent and its Affiliates shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate, certificate for Common Stock or other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, reimbursement of its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. . (b) The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, damage, liability, demand, judgment, fine, penalty, claim, settlement, cost or expense, expense incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent as each must be determined by final non-appealable judgment of a court of competent jurisdiction, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and of, administration of and performance of its duties under this Agreement, including reasonable attorneys’ fees and expenses and the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (bc) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration and performance of this Agreement in reliance upon any Right Certificate or Certificate, certificate for the shares of Common Shares or for Preferred Stock, Units or other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessaryexpressly required hereunder, guaranteed, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth herein. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice. The provisions of this Section 20 hereof. (c) Nothwithstanding anything 17 and Section 19 shall survive the termination or expiration of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this Agreement right of indemnification shall be paid by the Company. Anything to the contrarycontrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect punitive, indirect, consequential or consequential incidental loss or damage of any kind whatsoever (including but not limited to lost profits) , even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless damage. Any liability of the form Rights Agent under this Agreement (other than by reason of gross negligence, bad faith or willful misconduct) will be limited to the actionamount of fees paid by the Company to the Rights Agent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification indemnity provided for hereunder herein shall survive termination and the expiration of the Rights and the termination of this Agreement. . Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (b) including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, the acceptance and its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in . In no event shall case will the Rights Agent be liable for special, indirect indirect, incidental or consequential or consequential loss or damage of at any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the actiondamage.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith negligence or wrongful willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the execution, acceptance and administration of this AgreementAgreement and the exercise and performance hereunder of its duties, including the costs and expenses of defending against and appealing any claim of liability liability. Anything to the contrary notwithstanding, in no event shall the premisesRights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such damages. The indemnity provided herein shall survive the termination of this Agreement and the expiration of the Rights. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Units of Preferred Stock or shares of Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable and documented expenses and counsel fees and disbursements and other disbursements incurred in the administration preparation, negotiation, execution, delivery and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, expense incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (as determined by a court of competent jurisdiction in a final and non-appealable decision) for any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability in the premises. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreementliability. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted to be taken by it in connection with, with its acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be duly signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. Unless the Rights Agent receives notice thereof, the Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection with any event unless and until it has received notice of such event in writing. (c) Nothwithstanding Notwithstanding anything in this Agreement to the contrary, in no event case shall the Company be liable with respect to any action, proceeding, suit or claim against the Rights Agent be liable for specialunless, indirect to the extent the Company is not also a party to such action, proceeding, suit or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if claim, the Rights Agent has been advised notified the Company in accordance with Section 26 of the likelihood assertion of such loss action, proceeding, suit or damage claim against the Rights Agent, promptly after the Rights Agent has actual notice of such assertion of an action, proceeding, suit or claim or has been served with the summons or other first legal process giving information as to the nature and regardless of the form basis of the action., proceeding, suit or claim; provided that the failure to provide such notice promptly shall not affect the rights of the Rights Agent hereunder, except to the extent such failure actually prejudiced the

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate (or registration on the transfer books of the Company, including in the case of uncertificated shares, by notation in book entry accounts reflecting ownership) for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, administration, delivery, execution and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and acceptance, exercise, performance or administration of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred by the Rights Agent in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 15 and Section 17 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement or the exercise or performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the New Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction of the Company, direction, consent, certificate, statement, or other paper or document believed by it in the absence of bad faith to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, Persons or otherwise upon the advice of counsel as set forth in Section 20 17 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice or instruction thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for special, indirect failing to take any action in connection therewith unless and until it has received such notice or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the actioninstruction.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith negligence or wrongful willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the execution, acceptance and administration of this AgreementAgreement and the exercise and performance hereunder of its duties, including the costs and expenses of defending against and appealing any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such damages. The indemnity provided herein shall survive the termination of this Agreement and the expiration of the Rights. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Units of Preferred Stock or shares of Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation as shall be agreed upon in writing between the Company and the Rights Agreement for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, negotiation, execution, delivery, amendment and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent including its members, directors, officers, employees, shareholders and agents, for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against and appealing any claim of liability in arising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 below shall survive the premisesexercise or expiration of the Rights, the termination of this Agreement, or the resignation or removal of the Rights Agent. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed andexecuted, and where necessary, verified verified, guaranteed or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay in a timely manner to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, delivery, administration, execution and execution any amendment of this Agreement and the exercise and performance of its duties hereunder, which shall include, but not be limited to, reasonable compensation for services rendered by officers and employees of the Rights Agent which are in addition to the ministerial and administrative services performed by the Rights Agent under this Agreement. The Company also agrees to indemnify the Rights Agent Agent, its officers, employees, agents and directors for, and to hold it them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, expense incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including without limitation the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly against the Rights Agent, its officers, employees, agents and directors. Anything to the contrary notwithstanding, in no event shall the premises. The costs and expenses Rights Agent be liable for special, indirect, consequential or incidental loss or damage of enforcing this right of indemnification shall also be paid by any kind whatsoever (including but not limited to lost profits), even if the Company. The indemnification provided for hereunder shall survive the expiration Rights Agent has been advised of the Rights and the termination likelihood of this Agreementsuch loss or damage. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected by the Company and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares (or for scrip or depositary receipts evidencing fractional interests in Preferred Shares) or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the . The Rights Agent shall not be liable for special, indirect or consequential loss or damage deemed to have notice of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of action or event unless such loss or damage and regardless of the form of the actionnotice was given as provided above.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel out of pocket expenses, including the reasonable fees and disbursements of its counsel, and other disbursements disbursements, incurred in connection with the preparation, negotiation, delivery, amendment, administration and execution of this Agreement Plan and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance and administration of this AgreementPlan, or the exercise or performance of its duties hereunder, including without limitation, the costs and expenses of defending against any claim of liability in the premiseshereunder, directly or indirectly. The costs and expenses of incurred in successfully enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Plan, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent hereunder, including, without limitation, the reasonable costs and expenses of defending against a claim of liability hereunder. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted to be taken by it in connection with, its acceptance and administration of this Agreement Plan and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Stock, the Common Shares Stock, or for any other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder but as to which no notice was provided, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for special, indirect or consequential loss or damage of failing to take any kind whatsoever (including but not limited to lost profits) even if the Rights Agent action in connection therewith unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, delivery, administration, execution and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgement, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (as finally determined by a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability Agreement or in the premisesexercise and performance of its duties under this Agreement. The indemnity provided for herein shall survive the termination of this Agreement and the exercise or expiration of the Rights. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for hereunder shall survive special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the expiration Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights and Agent under this Rights Agreement will be limited to the termination amount of this Agreementfees paid by the Company to the Rights Agent. (b) The Rights Agent may conclusively shall be authorized to rely upon and on, shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its acceptance and administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Stock or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company BAM agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with Exhibit C attached hereto and, from time to time, on demand of the Rights Agent, its reasonable and documented out-of-pocket expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company BAM also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of or liability in connection therewith. The indemnification provided for hereunder shall survive the premisesexpiration of the Exchange Rights and the termination of this Agreement. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this AgreementBAM. (b) Without limiting the generality of Section 10(a), BAM hereby further agrees that so long as this Agreement has not been terminated in accordance with its terms, it will deposit and maintain at all times in a cash collateral account (a “Cash Collateral Account”) with the Rights Agent an amount equal to $500,000.00 (the “Reserve”). As security for the obligations of the Rights Agent under Section 4(c) of this Agreement, BAM hereby irrevocably assigns and pledges to the Rights Agent, and hereby grants to the Rights Agent, all cash from time to time deposited into the Cash Collateral Account, all Investments (as defined in Section 10(c) hereof) and certificates and instruments, if any, from time to time representing or evidencing the Cash Collateral Account; provided that the Rights Agent shall be entitled to be compensated out of the Reserve only (i) for reasonable and documented fees and out-of-pocket expenses and counsel fees incurred by the Rights Agent to enforce the provisions of Section 4(c) (including, without limitation, any and all fees and expenses set forth on Exhibit C attached hereto to the extent not promptly paid by BAM) of this Agreement and (ii) after the Rights Agent makes a written demand to BAM for payment for the fees and expenses contemplated by Section 10(b)(i) and BAM fails to pay such expenses and fees for thirty (30) days following the date of such request. So long as this Agreement has not been terminated in accordance with its terms and subject to Section 10(c), cash, Investments, security entitlements or other investments held or carried in the Cash Collateral Account shall not be available for use by BAM. If at any time the Reserve balance drops below $500,000.00, BAM will, within five (5) Business Days, deposit cash into the Cash Collateral Account in immediately available funds to bring the Reserve balance back to $500,000.00. (c) If requested by BAM, the Rights Agent will, from time to time, (a) invest amounts on deposit in the Cash Collateral Account in such deposits, commercial paper and securities (the “Investments”) as BAM may select and the Rights Agent may approve in its reasonable discretion and (b) invest interest or dividends paid on the Investments and reinvest other proceeds of such Investments which may mature or be sold in new deposits, commercial paper or securities as BAM may select and the Rights Agent may approve in its discretion. Interest and proceeds which are not invested or reinvested shall be deposited and held in the Cash Collateral Account; provided that BAM may at any time or from time to time request release of such interest and proceeds. (d) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document reasonably believed by it it, in good faith, to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of legal counsel as set forth in Section 20 hereof. to the Rights Agent (c) Nothwithstanding who may be an employee of the Rights Agent or outside legal counsel for the Rights Agent). Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct (each as finally determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise and performance of its duties hereunder, including the costs and expenses of defending against any claim of liability in arising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 below shall survive the premisestermination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall will incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, its with the acceptance and administration of this Agreement or the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the representing Common Shares Stock, Preferred Stock, or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper person Person or persons, Persons. The Rights Agent shall not be deemed to have any duty or otherwise upon notice unless and until the advice of counsel as set forth in Section 20 hereofCompany has provided the Rights Agent with actual written notice. (c) Nothwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including including, but not limited to to, lost profits) ), even if the Rights Agent has been advised of the likelihood possibility of such loss or damage and regardless damage. Any liability of the form Rights Agent under this Agreement shall be limited to the amount of fees paid by the actionCompany to the Rights Agent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the execution or administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including the costs and expenses of defending against any claim of liability liability. The Rights Agent shall promptly notify the Company, by letter or by facsimile confirmed by letter, of the assertion of any action, proceeding, suit or claim against the Rights Agent, promptly after the Rights Agent shall have notice of any such assertion of an action, proceeding, suit or claim. The Company shall be entitled to participate at its own expense in the premisesdefense of any such action, proceeding, suit or claim, and, if the Company so elects, the Company shall assume the defense of any such action, proceeding, suit or claim. In the event that the Company assumes such defense, the Company shall not thereafter be liable for the fees and expenses of any additional counsel retained by the Rights Agent, so long as the Company shall retain counsel satisfactory to the Rights Agent, in the exercise of its reasonable judgment, to defend such action, proceeding, suit or claim. The Rights Agent agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without the prior written consent of the Company. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively exclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, its with the administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Common Shares Preferred Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereofPersons. (c) Nothwithstanding Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the preparation, delivery, execution, administration and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise and performance of its duties hereunder, including including, without limitation, the costs and expenses of defending against any claim of liability in hereunder. The indemnity provided herein shall survive the premisestermination of this Agreement, the termination and the expiration of the Rights, and the resignation or removal of the Rights Agent. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, its with the acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate or depositary receipt for the Common Shares Preferred Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or persons, Persons. The Rights Agent shall not be deemed to have any duty or otherwise upon notice unless and until the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall Company has provided the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the actionwith written notice.

Concerning the Rights Agent. (a) The Company agrees to pay to --------------------------- the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, delivery, acceptance, administration, execution and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, ruling (interlocutory or final), fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct (as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including including, without limitation, the costs and expenses of defending against any claim of liability in arising therefrom, directly or indirectly. The indemnity provided herein shall survive the premisestermination of this Agreement and the termination and the expiration of the Rights. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for hereunder shall survive special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the expiration Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights and Agent under this Agreement shall be limited to five times the termination amount of this Agreement. (b) fees paid by the Company to the Rights Agent. The Rights Agent may conclusively shall be authorized to rely upon and on, shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, its with the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, Persons. The Rights Agent shall not be deemed to have any duty or otherwise upon notice unless and until the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall Company has provided the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the actionwith actual written notice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time and to time, on demand of reimburse the Rights AgentAgent for all reasonable expenses, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liabilityjudgment, fine, penalty, claim, demand, settlement, damage, cost, liability or expense, including the reasonable fees and expenses of counsel, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent pursuant to this Agreement or in connection with the acceptance acceptance, administration, exercise and administration performance of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration Any liability of the Rights and Agent under this Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. The indemnity provided for herein shall survive the termination of this Agreement, the exercise or expiration of the Rights, and the resignation or removal of the Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be fully protected and authorized and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (each as determined by a court of competent jurisdiction in a final, non-appealable decision), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly. The costs and expenses of incurred in enforcing this right of indemnification and defending against any claim of liability shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Series A Preferred or the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it it, in its reasonable belief, to be genuine and to be be, in it its reasonable belief, signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. The provisions of this Section 18 shall survive the termination of this Agreement, the resignation, replacement or otherwise upon the advice removal of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for specialand the exercise, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised termination and expiration of the likelihood of such loss or damage and regardless of the form of the actionRights.

Concerning the Rights Agent. (a) The Company Corporation agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Corporation and the Rights Agent for all services rendered by it hereunder as from time to time agreed by the Corporation and the Rights Agent and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its it duties hereunder. The Company Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Corporation, a holder of Rights, or any other Person) of liability in the premises, including reasonable attorney's fees and expenses. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in In no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The provisions of this Section 18 shall survive the actionexpiration of the Rights, the resignation or removal of the Rights Agent and the termination of this Agreement. The Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate delivered to the Rights Agent pursuant to Sections 6 and 7 of this certificate for Common Shares or for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed and executed by the proper Person or Persons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without negligence, gross negligence or bad faith or wrongful misconduct on the part of the Rights AgentAgent (which gross negligence or bad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Rights Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Rights Agreement, the exercise or expiration of the Rights and the termination resignation or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Stock or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation as agreed in writing between the Company and the Rights Agent for all services rendered by it hereunder and, and from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and documented expenses, counsel fees and disbursements and other disbursements expense incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent and its employees, officers and directors for, and to hold it harmless against, any loss, liability, damage, demand, judgment, fine, penalty, claim, settlement, cost or expenseexpense (including the reasonable fees and expenses of legal counsel), incurred without negligence, bad faith gross negligence or wrongful willful misconduct on the part of the Rights AgentAgent (each as determined by a final judgment of a court of competent jurisdiction) for any action taken, for anything done suffered or omitted to be taken by the Rights Agent pursuant to this Agreement or in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the reasonable and documented costs and expenses of defending against any claim of liability in the premises. The costs and expenses of arising therefrom, directly or indirectly, or enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreementits rights hereunder. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted to be taken by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate Book Entry for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statements or other paper or document believed by it to be genuine and to be signed, executed and shall not be obligated to verify the accuracy or completeness of such instrument, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statements or other paper or document and, where necessary, guaranteed, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has received such notice in writing. (c) Nothwithstanding Notwithstanding anything in this Agreement to the contrary, in no event case shall the Company be liable with respect to any action, proceeding, suit or claim against the Rights Agent unless the Rights Agent shall have notified the Company in accordance with Section 27 hereof of the assertion of such action, proceeding, suit or claim against the Rights Agent, promptly after the Rights Agent shall have notice of such assertion of an action, proceeding, suit or claim or have been served with the summons or other first legal process giving information as to the nature and basis of the action, proceeding, suit or claim; provided, that the failure to provide such notice promptly shall not affect the rights of the Rights Agent hereunder except to the extent that such failure actually prejudices the Company. The Company shall be liable entitled to participate at its own expense in the defense of any such action, proceeding, suit or claim. The Rights Agent shall not settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company, without the prior written consent of the Company, which shall not be unreasonably withheld. (d) The provisions of this Section 19 and Section 18 shall survive the termination of this Agreement, the resignation, replacement or removal of the Rights Agent and the exercise, termination and the expiration of the Rights. The Company agrees to indemnify the Rights Agent and to hold it harmless to the fullest extent permitted by law against any loss, liability or expense incurred as a result of claims for special, punitive, incidental, indirect or consequential loss or damage damages of any kind whatsoever (including but provided in each case that such claims are not limited to lost profits) even if based on the gross negligence or willful misconduct of the Rights Agent has been advised (each as determined by a final judgment of a court of competent jurisdiction). Any liability of the likelihood Rights Agent under this Agreement shall be limited to the amount of such loss or damage and regardless of annual fees paid by the form of Company to the actionRights Agent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time and to time, on demand of reimburse the Rights AgentAgent for all reasonable expenses, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liabilityjudgment, fine, penalty, claim, demand, settlement, damage, cost, liability or expense, including, without limitation, the reasonable fees and expenses of legal counsel, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent pursuant to this Agreement or in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premisespremises of the Rights Agent. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration Any liability of the Rights Agent under this Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights, and the resignation, replacement or removal of the Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be fully protected and authorized and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement 20. The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take any action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice.

Concerning the Rights Agent. (a) The Whether or not a Distribution Record Date occurs or any Rights are exercised, the Company agrees to shall pay to the Rights Agent reasonable compensation for all the Rights Agent’s services rendered in accordance with the written fee schedule that has been provided to the Company by it hereunder andthe Rights Agent, from time to timetogether with reimbursement for out-of-pocket expenses, on demand including, without limitation, the fees and disbursements of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or wrongful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement’s counsel. (b) The All amounts owed to the Rights Agent under this Agreement are due within 30 days of the invoice date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the invoice date. The Company agrees to reimburse the Rights Agent for any attorney’s fees and any other costs associated with collecting delinquent payments. (c) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Agreement or in the exercise of its rights. (d) As Rights Agent for the Company hereunder the Rights Agent: (i) shall have no duties or obligations other than those specifically set forth in this Agreement or as may conclusively subsequently be agreed to in writing by the Rights Agent and the Company; (ii) shall have no obligation to deliver any new ADSs unless and until delivered to the Rights Agent by the Depositary; (iii) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of any Rights surrendered to the Rights Agent hereunder or new Ordinary Shares or new ADSs issued upon exercise of Rights, and will not be required to or be responsible for and will make no representations as to, the validity, sufficiency, value or genuineness of the Rights offer; (iv) shall not be obligated to take any legal action hereunder; if, however, the Rights Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity satisfactory to it; (v) may rely upon on and shall be fully authorized and protected and shall incur no liability for, in acting or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance failing to act upon any Right Certificate or certificate for the Common Shares or for other securities of the Companycertificate, instrument of assignment or transferinstrument, power of attorneyopinion, endorsement, affidavitnotice, letter, notice, direction, consent, certificate, statement, facsimile transmission. email or other paper document or document security delivered to the Rights Agent and believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, have been signed by the proper person party or personsparties; (vi) shall not be liable or responsible for any recital or statement contained in prospectus published by the Company in connection with the Rights; (vii) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Rights, including without limitation obligations under applicable securities laws; (viii) may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Rights Agent covered by this Agreement (or supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Rights Agent’s duties hereunder, and the Rights Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Rights Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Rights Agent shall not be liable for any action taken by, or otherwise upon omission of, the Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than two business days after the date such application is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action, the Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted; (ix) may consult with counsel satisfactory to the Rights Agent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (x) may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees, subagents or subcustodians, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, subagent or subcustodian appointed with reasonable care by it in connection with this Agreement; (xi) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; (xii) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof; and Rights Agent may consult with foreign counsel, at the Company’s expense, to resolve any foreign law issues that may arise as set forth a result of the Company or any other party being subject to the laws or regulations of any foreign jurisdiction; (xiii) shall have no duty to determine if there is a Acquiring Person or the identity of an Acquiring Person or the identity of any nominee or broker or other intermediary through which an Acquiring Person holds any ADSs or Rights or if any Acquiring Person is attempting to exercise any Rights; (xiv) shall not be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the Rights (including any adjustment required under the provisions of Sections 11 or 13 or the manner, method or amount thereof) provided for in Section 20 3, 11, 13, 23 or 24 hereof., or the ascertaining of the existence of facts that would require any such change or adjustment (except with respect to the exercise of Rights after receiving actual notice from the Company that such change or adjustment is required); (ce) Nothwithstanding anything In the absence of gross negligence or willful misconduct on its part, the Rights Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. Anything in this Agreement to the contrarycontrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect indirect, incidental, consequential or consequential loss punitive losses or damage damages of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood possibility of such loss losses or damage damages and regardless of the form of action. Any liability of the actionRights Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Rights Agent shall not be liable for any failures, delays or losses, arising directly or indirectly out of any event or circumstance, whether natural or caused by a person or persons, that is beyond the ability of the Agent to prevent or counteract by reasonable care or effort (including, but not limited to earthquakes, floods, severe storms, fires, explosions, war, terrorism, civil unrest, labor disputes, criminal acts or outbreaks of infectious disease, interruptions or malfunctions of utility services, Internet or other communications lines or systems, unauthorized access to or attacks on computer systems or websites or other failures or malfunctions of computer hardware or software or other systems or equipment). (f) In the event any question or dispute arises with respect to the proper interpretation of the Rights or the Rights Agent’s duties under this Agreement or the rights of the Company or of any Rights holders surrendering Rights, the Agent shall not be required to act and shall not be held liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to you and executed by the Company and each such holder. In addition, the Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the Rights holders and all other persons that may have an interest in the settlement. (g) The Company covenants to indemnify the Rights Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”) arising out of or in connection with the Rights Agent’s duties under this Agreement, including the costs and expenses of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of the Rights Agent’s gross negligence or willful misconduct. (h) Set forth in Exhibit D hereto is a list of the names and specimen signatures of the persons authorized to act for the Company under this Agreement. The Company shall, from time to time, certify to you the names and signatures of any other persons authorized to act for the Company under this Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on promptly following demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the preparation, delivery, amendment, execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of counsel), incurred without negligence, bad faith or wrongful willful misconduct (as determined by a court of competent jurisdiction) on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in hereunder. The indemnity provided for herein shall survive the premisestermination of this Agreement and the exercise or expiration of the Rights. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of Company if the Rights and Agent prevails in the termination of this Agreementlitigation in which such enforcement is sought. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Common Shares Preferred Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything Persons. Anything in this Agreement to the contrarycontrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it the Rights Agent hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and fees, expenses, counsel fees fees, and other disbursements incurred in the administration preparation, negotiation, delivery, administration, amendment and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it the Rights Agent harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Rights Agreement, including including, without limitation, the costs and expenses of defending against and appealing any claim of liability arising therefrom, directly or indirectly in the premises. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Rights Agreement, the exercise or expiration of the Rights and the resignation, replacement, or removal of the Rights Agent and the termination of this Rights Agreement. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted to be taken by it in connection with, with its acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or Certificate, certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for special, indirect or consequential loss or damage of failing to take any kind whatsoever (including but not limited to lost profits) even if the Rights Agent action in connection therewith unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, incurred without negligencelimitation, bad faith or wrongful misconduct on the part reasonable fees and expenses of the Rights Agentlegal counsel) for any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs premises and expenses of enforcing this right rights of indemnification indemnification; provided, however, that the Company shall also not be paid liable under this Section 18(a) to the extent a court of competent jurisdiction shall have determined by a final, non-appealable order, judgment, decree or ruling that such loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense resulted from any action taken, suffered or omitted by the CompanyRights Agent through its gross negligence, bad faith or willful misconduct. The indemnification provided for hereunder provisions of this Section 18 and Section 20 hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (each as determined by a final judgment of a court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in and the premises. The costs and expenses of enforcing this right of indemnification shall also be paid by the Companyindemnification. The indemnification provided for hereunder provisions of this Section 18 and Section 20 hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice. (c) Nothwithstanding Notwithstanding anything in this Agreement to the contrary, in no event shall will the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, exercise, performance and administration of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights, and the resignation or removal of the Rights Agent. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, its with the acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, Persons. The Rights Agent shall not be deemed to have any duty or otherwise upon notice unless and until the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall Company has provided the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the actionwith actual written notice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, delivery, administration, execution and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final non-appealable court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred in enforcing this right of indemnification and shall also be paid by the Company. The indemnification indemnity provided for hereunder herein shall survive the termination of this Agreement, the termination and the expiration of the Rights and the termination resignation or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively shall be authorized to rely upon and on, shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, negotiation, administration, delivery, execution and execution amendment of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent and its officers, directors and employees for, and to hold it them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, including without limitation the reasonable fees and expenses of legal counsel (collectively, a “Loss”), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Rights Agreement, including without limitation the costs and expenses of defending against and appealing any claim of liability in the premisesarising therefrom, directly or indirectly. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company, unless it is determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction that the Rights Agent acted with gross negligence, bad faith or willful misconduct in incurring a Loss. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Certificate or certificate for the shares of Preferred Stock or Common Shares Stock, or certificate for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person Person or persons, Persons or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, legal fees and other disbursements incurred in the administration preparation, delivery, acceptance, administration, execution and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, and its officers, agents and directors for, and to hold it each of them harmless against, any loss, liability, damage, judgment, ruling (interlocutory or final), fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct (as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent or such indemnified party in connection with the acceptance and or administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below shall survive the exercise or expiration of the Rights, the termination or expiration of this Agreement, and the resignation or removal of the Rights Agent. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected by the Company and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its the acceptance and administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding . The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent; provided, however, with respect to liability arising from the bad faith or willful misconduct (as finally determined by a court of competent jurisdiction) of the Rights Agent, the liability of the Rights Agent shall not be so limited.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in the premisesand appealing any claim of liability arising therefrom, directly or indirectly. The costs provisions of this Section 18 and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreement. (b) the Rights Agent. The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and in the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the representing Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where when necessary, verified or acknowledgedverified, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.guaranteed

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred by the Rights Agent in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, obligation, damage or expenseexpense (including reasonable attorneys’ fees and expenses and other professional services) (collectively, incurred without negligence“LOSSES”), bad faith or wrongful misconduct on the part of the Rights Agent, other than for anything done or omitted by Losses for which the Rights Agent would be liable pursuant to SECTION 20(c) hereof, in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in by the premisesCompany under this Agreement. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this SECTION 18 and SECTION 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreement. (b) The the Rights Agent. Without limiting the generality of the foregoing, and in addition thereto, the Company agrees that the Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability and shall be indemnified for and held harmless by the Company against any and all Losses for, or in respect of of, any action taken, suffered or omitted by it in connection with, its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder (i) in reliance upon any Right Certificate or Certificate, certificate for the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or (ii) otherwise upon the advice of counsel as set forth in Section SECTION 20 hereof. (c) Nothwithstanding anything . The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has received such notice in writing. Anything in this Agreement to the contrarycontrary notwithstanding, in no event shall the Rights Agent be liable for any special, indirect punitive, indirect, consequential or consequential incidental loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration administration, preparation, delivery, amendment and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (each as finally determined by a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including without limitation, the costs and expenses of defending against any claim of liability in relating directly or indirectly to the premisesRights or this Rights Agreement. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for hereunder shall survive special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the expiration Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights and Agent under this Rights Agreement will be limited to the termination amount of this Agreementfees paid by the Company to the Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected against, and shall incur no liability for, for or in respect of of, any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement in reliance upon any Right Rights Certificate or certificate for the Common Shares Preferred Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liabilityliability damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Rights Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Rights Agreement, the exercise or expiration of the Rights and the termination resignation or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate Certificate, or certificate for the Preferred Stock or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel out-of-pocket expenses, including reasonable fees and disbursements of its counsel, and other disbursements disbursements, incurred in connection with the preparation, negotiation, delivery, amendment, execution and administration and execution of this Agreement Plan and the exercise and performance of its duties hereunder. The Company shall also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance and administration of this AgreementPlan or the exercise or performance of its duties hereunder, including without limitation, the reasonable costs and expenses of defending against any a claim of liability in the premiseshereunder. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Plan, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent hereunder, including, without limitation, the reasonable costs and expenses of defending against a claim of liability hereunder. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted to be taken by it in connection with, with its acceptance and administration of this Agreement Plan and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Common Shares Preferred Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for special, indirect or consequential loss or damage of failing to take any kind whatsoever (including but not limited to lost profits) even if the Rights Agent action in connection therewith unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and or execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct (as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in arising therefrom, directly or indirectly. The indemnity provided herein shall survive the premisestermination of this Agreement, the resignation or removal of the Rights Agent, and the termination and the expiration of the Rights. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for hereunder shall survive special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the expiration Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights and Agent under this Agreement shall be limited to the termination amount of this Agreementfees paid by the Company to the Rights Agent. (b) The Rights Agent may conclusively shall be authorized to rely upon and on, shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Stock or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice or opinion of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to have any duty or notice unless and until the contrary, in no event shall Company has provided the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the actionwith actual written notice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without gross negligence, bad faith or wrongful willful misconduct (each as determined by the final non-appealable order of a court of competent jurisdiction) on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and expenses regardless of enforcing the form of the action. Anything to the contrary herein notwithstanding, the Rights Agent's liability under this right Agreement shall be limited to the amount of indemnification shall also be paid annual fees received by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this AgreementAgent hereunder. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, ,statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, negotiation, delivery, execution, administration and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including without limitation the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement, or removal of this Agreementthe Rights Agent. (b) The Rights Agent may shall be authorized to rely conclusively rely upon and on, shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted to be taken by it in connection withwith the acceptance, administration, exercise and performance of its administration of duties under this Agreement in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock (or book entry shares in respect of Common Stock) or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, Persons or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, delivery, administration, execution and execution amendment of this Agreement Plan and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration and administration execution of this AgreementPlan or the exercise and performance of its duties hereunder, including including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Plan and the resignation or removal of the Rights Agent. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its the acceptance and administration of this Agreement Plan in reliance upon any Right Certificate or certificate for the Preferred Stock or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything . The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Agreement Plan to the contrarycontrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including including, but not limited to to, lost profits) ), even if the Rights Agent has been advised of the likelihood possibility of such loss or damage and regardless damage. Any liability of the form Rights Agent under this Plan shall be limited to the amount of fees paid by the actionCompany to the Rights Agent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration administration, execution, delivery and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, (including the reasonable fees and expenses of legal counsel) that may be paid or incurred or to which it may become subject without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) for anything done or omitted by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under of this Agreement, including the costs and expenses of defending against any claim of liability in connection therewith, directly or indirectly, or of enforcing its rights under this Agreement. Section 18 and Section 20 shall survive the premisesexercise, termination and expiration of the Rights, the resignation, replacement or removal of the Rights Agent and the termination of this Agreement. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Common Preferred Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding 20. Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has received such notice in writing. Notwithstanding anything to the contrary herein, any liability of the Rights Agent under this Agreement shall be limited to the amount of fees (but not including any reimbursed costs) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being sought.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (each as determined by a final judgment of a court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in and the premises. The costs and expenses of enforcing this right of indemnification shall also be paid by the Companyindemnification. The indemnification provided for hereunder provisions of this Section 18 and Section 20 hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take any action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other reasonable disbursements incurred in the preparation, delivery, administration and execution of this Agreement and any amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (each as determined by a final, non appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in liability. The provisions of this Section 18 and Section 20 below shall survive the premisestermination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. The costs and expenses of incurred by the Rights Agent in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it it, after proper inquiry or examination, to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement 20. The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take any action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, ruling (interlocutory or final), fine, penalty, claim, demand, settlement (but with respect to any settlement only with the Company's prior consent, which shall not be unreasonably withheld), cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct (as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation the costs and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the termination of this Agreement and the termination and expiration of the Rights. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for hereunder shall survive special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the expiration Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights and Agent under this Rights Agreement will be limited to the termination amount of this Agreementfees paid by the Company to the Rights Agent hereunder. (b) The Rights Agent may conclusively rely upon and shall be fully indemnified against, shall be protected from, and shall incur no liability or expense (including without limitation attorneys' fees and expenses) for, or in respect of of, any action taken, suffered or omitted by it in connection with, its the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Series A Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, instruction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of its counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything . The Rights Agent shall be fully protected in this Agreement relying on any such certificate and on any adjustment therein contained. The Rights Agent shall not be deemed to have any duty or notice unless and until the contrary, in no event shall Company has provided the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the actionwith written notice.

Concerning the Rights Agent. (a) The Company Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without incurred, in the absence of negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. In no case shall the Corporation be liable with respect to any action, proceeding, suit or claim against the Rights Agent unless the Rights Agent shall have notified the Corporation, by letter or by facsimile confirmed by letter, of the assertion of any action, proceeding, suit or claim against the Rights Agent, promptly after the Rights Agent shall have notice of any such assertion of an action, proceeding, suit or claim or have been served with the summons or other first legal action, proceeding suit or claim. The costs Corporation shall be entitled to participate at its own expense in the defense of any such action, proceeding, suit or claim, and, if the Corporation so elects, the Corporation shall assume the defense of any such action, proceeding, suit or claim. In the event that the Corporation assumes such defense, the Corporation shall not thereafter be liable for the fees and expenses of enforcing this right of indemnification shall also be paid any additional counsel retained by the Company. The indemnification provided for hereunder Rights Agent, so long as the Corporation shall survive the expiration of retain counsel satisfactory to the Rights and Agent, in the termination exercise of this Agreement. (b) its reasonable judgment, to defend such action, proceeding, suit or claim. The Rights Agent agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may conclusively rely upon and seek indemnification from the Corporation without the prior written consent of the Corporation. The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or for other securities of the CompanyCorporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred by the Rights Agent in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, obligation, damage or expenseexpense (including reasonable attorneys' fees and expenses and other professional services) (collectively, incurred without negligence"LOSSES"), bad faith or wrongful misconduct on the part of the Rights Agent, other than for anything done or omitted by Losses for which the Rights Agent would be liable pursuant to SECTION 20(c) hereof, in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in by the premisesCompany under this Agreement. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this SECTION 18 and SECTION 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreement. (b) The the Rights Agent. Without limiting the generality of the foregoing, and in addition thereto, the Company agrees that the Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability and shall be indemnified for and held harmless by the Company against any and all Losses for, or in respect of of, any action taken, suffered or omitted by it in connection with, its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder (i) in reliance upon any Right Certificate or Certificate, certificate for the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or (ii) otherwise upon the advice of counsel as set forth in Section SECTION 20 hereof. (c) Nothwithstanding anything . The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has received such notice in writing. Anything in this Agreement to the contrarycontrary notwithstanding, in no event shall the Rights Agent be liable for any special, indirect punitive, indirect, consequential or consequential incidental loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to shall pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, reimbursement for its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company shall also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered, or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom. The reasonable costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the CompanyCompany (except upon a determination of gross negligence, bad faith or willful misconduct). The indemnification provided for hereunder provision of this Section 17 and Section 19 below shall survive the termination of this Agreement, the exercise of or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance or administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the evidencing shares of Preferred Stock, Class A Common Shares Stock, Class B Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, Persons or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement 19. The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to have received notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take any action in connection therewith unless and until it has received such notice, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if provided, however, that the Rights Agent has been advised will not be entitled to such protection in cases of the likelihood of such loss bad faith or damage and regardless of the form of the actionwillful misconduct.

Concerning the Rights Agent. (a) The Company agrees to pay in a timely manner to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, delivery, administration, execution and execution any amendment of this Agreement Amendment and the exercise and performance of its duties hereunder, which shall include, but not be limited to, reasonable compensation for services rendered by officers and employees of the Rights Agent which are in addition to the ministerial and administrative services performed by the Rights Agent under this Amendment. The Company also agrees to indemnify the Rights Agent Agent, its officers, employees, agents and directors for, and to hold it them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, expense incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAmendment, including without limitation the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly against the Rights Agent, its officers, employees, agents and directors. Anything to the contrary notwithstanding, in no event shall the premises. The costs and expenses Rights Agent be liable for special, indirect, consequential or incidental loss or damage of enforcing this right of indemnification shall also be paid by any kind whatsoever (including but not limited to lost profits), even if the Company. The indemnification provided for hereunder shall survive the expiration Rights Agent has been advised of the Rights and the termination likelihood of this Agreementsuch loss or damage. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected by the Company and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its acceptance and administration of this Agreement Amendment in reliance upon any Right Certificate or certificate for the Preferred Shares (or for scrip or depositary receipts evidencing fractional interests in Preferred Shares) or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the . The Rights Agent shall not be liable for special, indirect or consequential loss or damage deemed to have notice of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of action or event unless such loss or damage and regardless of the form of the actionnotice was given as provided above.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, administration, delivery, execution and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement , cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and acceptance, exercise, performance or administration of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred by the Rights Agent in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Rights Agreement or the exercise or performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Stock, Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for special, indirect or consequential loss or damage of failing to take any kind whatsoever (including but not limited to lost profits) even if the Rights Agent action in connection therewith unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent (including employees, directors, officers and agents of the Rights Agent) for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent (including employees, directors, officers and agents of the Rights Agent) in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under of this Agreement, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly, or enforcing its rights hereunder. The costs and expenses obligations of enforcing this right of indemnification shall also be paid by the Company. The indemnification Company provided for hereunder under this Section 18 and Section 20 below shall survive the exercise or expiration of the Rights and the termination of this AgreementAgreement and the resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. (b) The Rights Agent may conclusively rely upon and shall be fully authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered suffered, or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, Company or instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons or, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, legal fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, and its officers, agents and directors for, and to hold it each of them harmless against, any loss, liability, or expense, incurred without negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent or such indemnified party in connection with the acceptance and or administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including the costs and expenses of defending against any claim of liability in the premises. The indemnity provided for herein shall survive the expiration of the Rights, the termination of this Agreement, and the resignation or removal of the Rights Agent. The costs and expenses of successfully enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected by the Company and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding . Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. . (b) The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or wrongful willful misconduct or breach of this Agreement on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs Rights Agent agrees to notify the Company of the written assertion of any claim against the Rights Agent or of any action commenced against the Rights Agent, with respect to which the Rights Agent intends to seek indemnity under this Section 18(b), promptly after the Rights Agent shall have received such written assertion of a claim or shall have been served with the summons or other first legal process giving information as to the nature and basis of the claim. The Company will be entitled to participate at its own expense in the defense, and, if the Company so elects at any time after receipt of such notice, the Company may assume the defense, of any suit brought to enforce any such claim. In the event that the Company assumes the defense of any such suit, the Company will not be liable for any counsel fees and expenses thereafter incurred by the Rights Agent. The Company will not be liable for any settlement of enforcing this right of any such claim or action effected without its written consent. This indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (bc) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and or execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct (as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in arising therefrom, directly or indirectly. The indemnity provided herein shall survive the premisestermination of this Agreement, the resignation or removal of the Rights Agent, and the termination and the expiration of the Rights. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for hereunder shall survive special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the expiration Rights Agent has been advised of the Rights and the termination likelihood of this Agreementsuch loss or damage. (b) The Rights Agent may conclusively shall be authorized to rely upon and on, shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the either series of Preferred Stock or either class of Company Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice or opinion of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. ‌ (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, amendment administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave any knowledge of any event of which it was obligated to receive written notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take any action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) 18.1. The Company Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration administration, preparation, delivery, amendment and execution of this Agreement and the exercise and performance of its duties hereunder. The Company Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, expense incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including without limitation the costs and expenses of defending against any claim of liability in the premisesrespect of any such action. The costs and expenses of enforcing this right of indemnification shall also be paid by the CompanyCorporation. The indemnification indemnity provided for hereunder herein shall survive the expiration of the Rights and the termination of this Agreement. (b) 18.2. The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of of, any action taken, suffered or omitted by it in connection with, its with the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the shares of Common Shares Stock or for other securities of the CompanyCorporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. The Rights Agent shall not be deemed to have knowledge of, and shall have no duty in respect of, any fact contained in such Right Certificate or otherwise upon certificate for shares of Common Stock or for other securities of the advice Corporation, instrument of counsel as set forth in Section 20 hereofassignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document unless and until it shall have received the same. (c) Nothwithstanding anything 18.3. Anything in this Agreement to the contrarycontrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration administration, execution, amendment and execution preparation of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (as finally determined by a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including including, without limitation, the costs and expenses of defending against any claim of or liability in connection therewith. The indemnification provided for hereunder shall survive the premisesexpiration of the Rights and the termination of this Agreement. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Preferred Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding Persons. Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, administration, delivery, execution and execution amendment of this Agreement and the exercise and performance of its duties and its rights, including, but not limited to, its right to indemnification, hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without in connection with its performance under the Agreement, unless caused by the Rights Agent’s gross negligence, bad faith or wrongful willful misconduct on the part (each as determined by a final non-appealable order, judgment, decree or ruling of the Rights Agenta court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in the premiseshereunder. The costs and expenses of incurred by the Rights Agent in enforcing this its right of indemnification hereunder shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for special, indirect or consequential loss or damage of failing to take any kind whatsoever (including but not limited to lost profits) even if the Rights Agent action in connection therewith unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The indemnity provided for herein shall survive the expiration of the Rights, the termination of this Agreement, and the resignation or removal of the Rights Agent. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise upon the advice permissible assignment or election by reason of counsel as set forth in Section 20 hereof. (c) Nothwithstanding such non-execution or failure. Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing by the Company and the Rights Agent for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (each as determined by a final, nonappealable judgment of a court of competent jurisdiction), for anything done or omitted by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses connection herewith, directly or indirectly, or of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the exercise or expiration of the Rights and Rights, the termination of this Agreement. (b) Agreement and the resignation, replacement or removal of the Rights Agent. The Rights Agent may conclusively rely upon and shall be fully authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding 20. Notwithstanding anything in this Agreement to the contrary, in no event shall will the Rights Agent be liable for special, indirect punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including including, but not limited to to, lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the actionRights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing, and all notices or other instruments required by this Agreement to be delivered to the Rights Agent must, in order to be effective, be received by the Rights Agent as specified in Section 26 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expenseexpense (including the reasonable documented fees and expenses of outside legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights Agent, for anything done action taken or omitted to be taken by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has received such notice in writing (c) Nothwithstanding anything in The provisions of this Agreement to Section 18 and Section 20 hereof shall survive the contrarytermination or expiration of this Agreement, in no event shall the exercise or expiration of the Rights Agent be liable for specialand the resignation, indirect replacement or consequential loss or damage removal of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the actionAgent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, administration, delivery, execution and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (each as finally determined by a court of competent jurisdiction) for any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including without limitation, the costs and expenses of defending against any claim of or liability in the premisesconnection therewith. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Preferred Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement 20. The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for special, indirect or consequential loss or damage of failing to take any kind whatsoever (including but not limited to lost profits) even if the Rights Agent action in connection therewith unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, delivery, administration, execution and execution amendment of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct (each as finally determined by a court of competent jurisdiction) on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration and administration execution of this AgreementRights Agreement or the exercise and performance of its duties hereunder, including including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below (including, but not limited to, the indemnity provided herein) shall survive the exercise or expiration of the Rights, the termination of this Rights Agreement and the resignation or removal of the Rights Agent. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its the acceptance and administration of this Rights Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything . The Rights Agent shall not be deemed to have any duty or notice unless and until the Company has provided the Rights Agent with actual written notice. Anything in this Rights Agreement to the contrarycontrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including including, but not limited to to, lost profits) ), even if the Rights Agent has been advised of the likelihood possibility of such loss or damage and regardless damage. Any liability of the form Rights Agent under this Rights Agreement shall be limited to the amount of fees paid by the actionCompany to the Rights Agent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provisions provided for hereunder under this Section 19 and Section 21 below shall survive the expiration of the Rights and the termination of this AgreementAgreement and the resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Common Ordinary Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 21 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel expenses, including reasonable fees and other disbursements of its counsel, incurred in connection with the administration preparation, delivery, execution, administration, and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, for and to hold it harmless against, against any loss, liability, damage, judgment, penalty, claim, demand, settlement, cost or expense, expenses incurred without negligence, bad faith or wrongful misconduct on the part of the Rights Agent, for anything done in connection with any action taken suffered or omitted by the Rights Agent in connection with under the acceptance and administration of this AgreementAgreement including, including without limitation, the costs and expenses of defending against any a claim of liability in the premises. The costs and expenses of enforcing this right of indemnification shall also be paid liability, unless caused by the Company. The indemnification provided for hereunder shall survive the expiration Rights Agent's gross negligence, bad faith or willful misconduct, as finally determined by a court of the Rights and the termination of this Agreementcompetent jurisdiction. (b) The Rights Agent may conclusively shall be authorized to rely upon and on, shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, its with and administration of this Agreement or in the exercise or performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Common Shares Preferred Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereofPersons. (c) Nothwithstanding anything in The indemnity, exculpation and compensation provided herein shall survive the expiration of the Rights, the termination of this Agreement to and the contrary, in resignation or removal of the Rights Agent. In no event shall case will the Rights Agent be liable for special, indirect punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood possibility of such loss or damage damage. The costs and regardless expenses incurred in enforcing the Rights of indemnification shall be paid by the form of the actionCompany.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder under this Rights Agreement and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparing, amending, administering and execution of executing this Rights Agreement and the exercise exercising and performance of performing its duties hereunderunder this Rights Agreement, including any taxes or governmental charges imposed as a result of the action taken by it hereunder (other than taxes on the fees payable to it). The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, expense incurred without negligence, bad faith gross negligence or wrongful willful misconduct (each as may be finally determined by a court of competent jurisdiction) on the part of the Rights AgentAgent for any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively shall be authorized to rely upon and on, shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, its with the acceptance and administration of this Rights Agreement in reliance upon on any Right Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereofPersons. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time and to time, on demand of reimburse the Rights AgentAgent for all reasonable expenses, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liabilityjudgment, fine, penalty, claim, demand, settlement, damage, cost, liability or expense, including, without limitation the reasonable fees and expenses of counsel, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent pursuant to this Agreement or in connection with the acceptance acceptance, administration, exercise and administration performance of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration Any liability of the Rights and Agent under this Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. The indemnity provided for herein shall survive the termination of this Agreement, the exercise or expiration of the Rights, and the resignation or removal of the Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be fully protected and authorized and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Common Ordinary Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration administration, preparation, delivery, amendment and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the costs and expenses of enforcing this right of indemnification), incurred without negligencegross negligence or bad faith, bad faith or wrongful misconduct as determined by a court of competent jurisdiction on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, amendment and administration of this Agreement, including without limitation, the costs and expenses of defending against any claim of liability in the premisestherefrom directly or indirectly. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification indemnity provided for hereunder herein shall survive the expiration of the Rights and the termination of this Agreement. (b) . The Rights Agent may conclusively rely upon and shall be authorized, protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Stock, Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding Persons. Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, punitive, incidental loss, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action. Any liability of the Rights Agent under this Rights Agreement will be limited to the amount of fees paid by the company to the Rights Agent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel reasonable legal fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, its directors, officers, employees and agents for, and to hold it each of them harmless against, any loss, liability, or expenseexpense incurred, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent or such other indemnified party in connection with the acceptance and administration of this AgreementAgreement or the performance of its duties hereunder, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement or the performance of its duties hereunder in reliance upon any Right Certificate or certificate Certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it it, acting in good faith, to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything The indemnity provided in this Agreement to Section 18 shall survive the contrary, in no event shall expiration of the Rights Agent be liable and the termination of this Agreement. (d) If and for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if so long as the Rights Agent has been advised are listed on the New York Stock Exchange or the American Stock Exchange, the Rights Agent, if its principal offices are located outside New York City, shall maintain in the New York City area facilities for the servicing of the likelihood Rights in the area of such loss Manhattan located south of Xxxxxxxx Street. Such facilities may consist of either an office or damage agency where transactions in the Rights are serviced directly or a "drop" where Common Stock certificates, Right Certificates, and regardless other instruments relating to transactions in Rights may be received for redelivery to an office or agency outside New York City, all in accordance with the applicable rules of the form of stock exchange on which the actionRights are listed.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly, or enforcing its rights hereunder. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provisions provided for hereunder under this Section 18 and Section 20, below, shall survive the expiration of the Rights and the termination of this Agreement. (b) Agreement and the resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent may conclusively rely upon and shall be fully authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted to be taken by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Common Shares Stock or for other securities of the CompanyCompany (including in the case of uncertificated securities, by notation in book entry accounts reflecting ownership), instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 21 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration administration, preparation, delivery, amendment and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent as determined by a court of competent jurisdiction, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, amendment and administration of this Agreement, including without limitation the costs and expenses of defending against any claim of or liability in connection therewith. The indemnity provided herein shall survive the premisestermination of this Agreement and the termination and the expiration of the Rights. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for hereunder shall survive special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the expiration Rights Agent has been advised of the Rights and the termination likelihood of this Agreement. (b) such loss or damage. The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, persons or otherwise upon the advice of counsel as set forth in Section 20 hereof20. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, its directors, officers, employees and agents for, and to hold it each of them harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent or such other indemnified party in connection with the acceptance and administration of this Agreement, or the performance of the Rights Agent's duties hereunder, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly. The costs and expenses provisions of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder Section 18(a) shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration of this Agreement or the performance of the Rights Agent's duties hereunder in reliance upon any Right Certificate or certificate for representing Common Stock of the Common Shares Company, Preferred Stock, or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it in good faith to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereofPersons. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the The Rights Agent shall not be liable for special, indirect consequential damages under any provision of this Agreement or for any consequential loss or damage damages arising out of any kind whatsoever (including but not limited act or failure to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the actionact hereunder.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a certain fee schedule mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred in enforcing this right of indemnification or defending against any direct or indirect claim of liability which is ultimately determined in favor of the Rights Agent shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation or removal of this Agreement. (b) the Rights Agent. The Rights Agent may conclusively shall be authorized to rely upon and on, shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereofPersons. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to promptly pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its actual expenses, reasonable expenses and counsel fees and disbursements, and other disbursements incurred in the administration preparation, administration, amendment and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damages, judgment, fine, penalty, claim, demand, settlement (subject to the provisions of this Section 18(a)), cost or expenseexpense (including reasonable documented fees and expenses of its outside legal counsel), incurred without negligence, bad faith or wrongful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in arising therefrom, directly or indirectly; provided, however, that such covenant and agreement of the premisesCompany does not extend to, and the Rights Agent shall not be indemnified with respect to, such costs, expenses, losses, damages or other amounts incurred or suffered by the Rights Agent as a result of, or arising out of, its own gross negligence, bad faith, or willful misconduct (each as determined by a final, non-appealable, judgment of a court of competent jurisdiction). The costs and expenses of incurred in successfully enforcing this right of indemnification shall also be paid by the Company. The Rights Agent will notify the Company within thirty (30) days of Rights Agent having actual knowledge of any claims for which it seeks indemnification provided (“Indemnifiable Claim”); provided, however, that the Rights Agent’s failure to timely notify the Company of an Indemnifiable Claim shall not limit its rights to indemnification under this Agreement unless the Company has been significantly prejudiced by such failure, but only to the extent of such prejudice. The Company may assume full control of the defense of the Indemnifiable Claim at its own expense with counsel reasonably satisfactory to Rights Agent. Notwithstanding the foregoing, the Company shall not be entitled to assume the defense of an Indemnifiable Claim (a) brought by the Rights Agent, or (b) as to which Rights Agent has reasonably determined that there may be a conflict of interest between the Company and Rights Agent in the defense of such Indemnifiable Claim and Rights Agent does in fact assume and conduct the defense. If the Company does not assume control of the defense of the Indemnifiable Claim within a reasonable time of receiving notice of it from the Rights Agent, then the Rights Agent may assume control of the defense of it, with full recourse against the Company for hereunder all reasonable costs and expenses incurred in connection with the defense and/or settlement of the Indemnifiable Claim. The Company and the Rights Agent will reasonably cooperate with each other in defense of the Indemnifiable Claim, regardless of which party has assumed control of the defense of it. The Rights Agent will not settle any Indemnifiable Claim without the Company’s prior written consent, which will not be unreasonably withheld. If the Company assumes the defense of the Indemnifiable Claim, the Company shall take steps in good faith to defend, settle or otherwise dispose of the Indemnifiable Claim. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted to be taken by it in connection with, with its administration of this Agreement Agreement, in reliance upon any Right Certificate or certificate for securities (or registration on the Common Shares or stock transfer books of the Company) purchasable upon exercise of Rights, Rights Certificate, certificate for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, have been executed and, where necessary, verified verified, guaranteed, or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement 20. The Rights Agent shall not be deemed to the contraryhave any knowledge of any event of which it was supposed to receive written notice thereof hereunder, in no event shall but for which it has not received such written notice, and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take any action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, cost or expense, expense incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (as determined by a court of competent jurisdiction in a final non-appealable judgment), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement and the performance of its duties and responsibilities and the exercise of its rights hereunder, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly. The costs and expenses of enforcing this right of indemnification shall will also be paid by the Company. The indemnification provided for hereunder provisions of this Section 17 shall survive the exercise, exchange, redemption or expiration of the Rights, the resignation, replacement or removal of the Rights Agent and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon on, and shall will be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, its acceptance or administration of this Agreement and the exercise and performance of its duties and responsibilities and the exercise of its rights hereunder, in reliance upon any Right Rights Certificate or certificate for the evidencing shares of Preferred Stock, Common Shares Stock or for other securities of the CompanyCompany or an Ownership Statement, or any instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 19 hereof. (c) Nothwithstanding Notwithstanding anything in this Agreement to the contrary, in no event shall will the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The indemnification provided for herein shall survive the expiration of the Rights, the termination of this Agreement, and the resignation and removal of the Rights Agent. The costs and expenses of enforcing this such right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of of, any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claims, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance administration exercise and administration performance of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to will pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company will also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, claim, suit, action, proceeding or expenseexpense (including the reasonable documented fees and expenses of outside legal counsel and including reasonable fees and expenses arising from enforcing its rights hereunder), incurred without gross negligence, bad faith faith, or wrongful willful misconduct on the part of the Rights Agent, for anything done or omitted to be done by the Rights Agent (each as determined by a final judgment of a court of competent jurisdiction) in connection with the acceptance acceptance, exercise, performance, and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly or enforcing its rights hereunder. The costs provisions of this Section 18 and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder Section 20 below shall survive the termination of this Rights Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights agent. The Rights Agent shall not be deemed to have any knowledge of any event of which it was supposed to receive notice hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing. (b) The Rights Agent may conclusively rely upon and shall will be protected and shall will incur no liability for, for or in respect of any action taken, suffered suffered, or omitted to be taken by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the or other notice evidencing Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed executed, and, where necessary, verified or acknowledged, by the proper person Person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereofPersons. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, negotiation, delivery, administration and execution of this Agreement and any amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. The costs and expenses of incurred by the Rights Agent in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. . The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to received notice thereof hereunder (cwhich for the avoidance of doubt shall include actions taken by the Company under Section 11(i) Nothwithstanding anything in this Agreement to the contraryand Section 11(l)), in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited failing to lost profits) even if the Rights Agent take action in connection therewith unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement. Notwithstanding anything herein to the contrary, including in no event will the costs Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the possibility of such loss or damage and expenses regardless of defending against any claim the form of liability in the premisesaction. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. Any liability of the Rights Agent under this Agreement will be limited to the amount of annual fees paid by the Company to the Rights Agent. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the expiration or termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice or opinion of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees fees, and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunderhereunder as detailed on Schedule A to this Agreement. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs provisions of this Section 18 and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreement. (b) the Rights Agent. The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted to be taken by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave any knowledge of any event of which it was to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take any action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of this Rights Agreement, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Series A Preferred Stock or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited failing to lost profits) even if the Rights Agent take such action in connection therewith unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, delivery, acceptance, administration, execution and execution amendment of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, expense incurred without gross negligence, bad faith or wrongful willful misconduct (each as finally determined by a court of competent jurisdiction), or breach of this Rights Agreement on the part of the Rights AgentAgent for any action taken, for anything done suffered or omitted to be taken by the Rights Agent in connection with the acceptance and administration of this AgreementRights Agreement or the exercise or performance of its duties hereunder, including including, without limitation, the costs cost and expenses of defending against any claim of liability in the premises. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for hereunder shall survive special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the expiration Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights and Agent under this Agreement shall be limited to the termination amount of this Agreementfees paid by the Company to the Rights Agent. (b) The Rights Agent may conclusively shall be authorized to rely upon and on, shall be protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, its with acceptance and administration of this Rights Agreement in reliance upon any Right Certificate or Certificate, certificate for the Common Shares Stock or for Preferred Stock or other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper person or persons, . The Rights Agent shall not be deemed to have any duty or otherwise upon notice unless and until the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall Company has provided the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the actionwith actual written notice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of this Rights Agreement, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Series X Preferred Stock or Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited failing to lost profits) even if the Rights Agent take such action in connection therewith unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly, or enforcing its rights hereunder. The costs and expenses obligations of enforcing this right of indemnification shall also be paid by the Company. The indemnification Company provided for hereunder under this Section 18 and Section 20 below shall survive the expiration of the Rights and the termination of this AgreementAgreement and the resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, for or in respect of any action taken, suffered suffered, or omitted by it in connection with, with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, Company or instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons or, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable reasonable, out-of-pocket expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent (including employees, directors, officers and agents of the Rights Agent) for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without negligencegross negligence or willful misconduct (which gross negligence or willful misconduct must be determined by a final, bad faith non-appealable order, judgment, decree or wrongful misconduct on ruling of a court of competent jurisdiction) for any action taken, suffered or omitted to be taken by the part Rights Agent (including employees, directors, officers and agents of the Rights Agent), for anything done or omitted by the Rights Agent (including employees, directors, officers and agents of the Rights Agent) in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premisesconnection herewith. The out-of-pocket costs and expenses of incurred by the Rights Agent in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 hereof shall survive the exercise or expiration of the Rights and Rights, the termination of this AgreementAgreement and the resignation, replacement or removal of the Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be fully authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted to be taken by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the CompanyCompany (including in the case of uncertificated securities, by notation in Book Entry accounts reflecting ownership), instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. The Rights Agent shall not be deemed to have constructive knowledge of any event of which it was supposed to receive notification thereof hereunder, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall and the Rights Agent shall be liable protected and shall incur no liability for specialfailing to take action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and (including counsel fees incurred under Section 20(a) below)and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder, including as set forth in the fee schedule attached as Exhibit D hereto. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, claim, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel and reasonable fees and expenses arising directly or indirectly from enforcing its rights hereunder) incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premisesor enforcing its rights hereunder. The costs provisions of this Section 18 and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent and the exercise, termination and expiration of this Agreement. (b) the Rights. The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted to be taken by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance reliance, in its reasonable belief, upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave any knowledge of any event of which it was to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take any action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgement, fine, penalty, claim, demand, settlement, cost or expense, incurred without negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done of any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for hereunder shall survive special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the expiration Rights Agent has been advised of the possibility of such loss or damage. Any liability of the Rights and Agent under this Rights Agreement will be limited to the termination amount of this Agreementfees paid by the Company to the Rights Agent hereunder. (b) The Rights Agent may conclusively rely upon and shall be authorized, protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, its with the acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or persons, Persons. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained. The Rights Agent shall not be deemed to have any duty or otherwise upon notice unless and until the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall Company has provided the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the actionwith written notice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunderhereunder (which fees and expenses shall be such fees and expenses set forth in any service agreement between the Company and the Rights Agent, as transfer agent of the Common Shares, to the extent specifically addressed therein). The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreementthe Rights Agent. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, nonappealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreement. (b) the Rights Agent. The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted to be taken by it in connection with, its acceptance and administration of this Agreement and exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for special, indirect or consequential loss or damage of failing to take any kind whatsoever (including but not limited to lost profits) even if the Rights Agent action in connection therewith unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and disbursements (including counsel fees and other disbursements disbursements) incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling by a court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of expense incurred in successfully enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreement. (b) the Rights Agent. The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for special, indirect or consequential loss or damage of failing to take any kind whatsoever (including but not limited to lost profits) even if the Rights Agent action in connection therewith unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in the premisesand appealing any claim of liability arising therefrom, directly or indirectly. The costs and expenses of incurred in enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the termination resignation, replacement or removal of this Agreement. (b) the Rights Agent. The Rights Agent may shall be authorized to rely conclusively rely upon on, and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted to be taken by it in connection with, with its acceptance and administration of this Agreement and in the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Series A Preferred or the Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons. The Rights Agent shall not be deemed to have any knowledge of any event of which it was supposed to receive notice thereof hereunder, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement to the contrary, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take any action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if unless and until the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the actionreceived notice as required hereunder.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, reimbursement of its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. . (b) The Company also agrees to indemnify the Rights Agent and its Affiliates and their respective employees, officers and directors for, and to hold it harmless against, any loss, damage, liability, demand, judgment, fine, penalty, claim, settlement, cost or expense, expense incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights AgentAgent as each must be determined by a final non-appealable judgment of a court of competent jurisdiction, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and of, administration of and performance of its duties under this Agreement, including reasonable attorneys’ fees and expenses and the costs and expenses of defending against any claim of liability in the premises. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. (bc) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, for or in respect of any action taken, suffered or omitted by it in connection with, with its administration and performance of this Agreement in reliance upon any Right Certificate or Certificate, certificate for the shares of Common Shares Stock or for Preferred Stock, Units or other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessaryexpressly required hereunder, guaranteed, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth herein. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice. The provisions of this Section 20 hereof. (c) Nothwithstanding anything 17 and Section 19 shall survive the termination or expiration of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this Agreement right of indemnification shall be paid by the Company. Anything to the contrarycontrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect punitive, indirect, consequential or consequential incidental loss or damage of any kind whatsoever (including but not limited to lost profits) , even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless damage. Any liability of the form Rights Agent under this Agreement (other than by reason of the actionRights Agent’s gross negligence, bad faith or willful misconduct, as is determined by a final non-appealable judgment of a court of competent jurisdiction) will be limited to the amount of fees paid by the Company to the Rights Agent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, administration, delivery, execution and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or wrongful willful misconduct on the part of the Rights Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and acceptance, exercise, performance or administration of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in arising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 below shall survive the premisesexercise or expiration of the Rights, the termination of this Agreement and the resignation, removal or replacement of the Rights Agent. The costs and expenses of incurred by the Rights Agent in enforcing this right of indemnification shall also be paid by the Company. The Company so long as the underlying claim for indemnification provided for hereunder shall survive the expiration of being made by the Rights and Agent is properly indemnifiable in accordance with the termination terms of this AgreementSection 18. (b) The Rights Agent may conclusively rely upon and shall be authorized and protected and shall incur no liability for, or in respect of of, any action taken, suffered or omitted by it in connection with, its administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Certificate or certificate for the shares of Common Shares Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person Person or personsPersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Nothwithstanding anything in this Agreement . The Rights Agent shall not be deemed to the contraryhave knowledge of any event of which it was supposed to receive notice thereof hereunder, in no event shall and the Rights Agent shall be liable fully protected and shall incur no liability for specialfailing to take any action in connection therewith, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Rights Agent unless and until it has been advised of the likelihood of received such loss or damage and regardless of the form of the actionnotice.