Common use of Concerning the Rights Agent Clause in Contracts

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damages, judgments, fines, penalties, claims, demands, settlements, costs or expenses (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. The Rights Agent shall be fully 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 Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and executed by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 expenses and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the administration, exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, its officers, employees, agents and directors for, and to hold it each of them harmless against, any and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be in each case as determined by a final, non-appealable order, judgment, decree or ruling decision of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent or such other indemnified party in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including including, but not limited to, the costs and expenses of defending against any claim of liability for any of the foregoinghereunder. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the CompanyCompany to the extent that the Rights Agent is successful in so enforcing its rights of indemnification. The provisions of this Section 19 and Section 18 and 20 below above shall survive the termination of this Agreement, the exercise or expiration of the Rights Rights, and the resignation resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and or the exercise and performance of its duties hereunder in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share shares of Preferred Stock, Stock or for shares any balance indicated in the Book Entry account system of Common Stock the transfer agent 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 and executed by the proper Person person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereofpersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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, preparation, delivery, amendment, administration 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction)jurisdiction on the part of the Rights Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability for any in the premises. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement and the exercise, termination and the expiration of the foregoingRights and the removal of the Rights Agent. The Company shall pay the costs and expenses incurred in enforcing this right of indemnification indemnification. 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 (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. The provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of Company to the Rights Agent. . (b) The Rights Agent 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 hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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, statement or other paper or document believed by it to be genuine and to be signed and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 expenses, counsel fees and disbursements and other disbursements incurred in the preparation, negotiation, delivery, amendmentadministration, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of one legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be as finally determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Rights Agreement, including the costs and expenses of defending against and appealing any claim of liability for any arising therefrom, directly or indirectly (except upon such a final determination of the foregoinggross negligence, bad faith or willful misconduct). The costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be paid by the CompanyCompany (subject to reimbursement in connection with a final determination of the Rights Agent’s gross negligence, bad faith or willful misconduct). The provisions of this Section 18 and Section 20 below shall survive the termination of this Rights Agreement, the exercise exercise, redemption or expiration of the Rights and the resignation resignation, removal or removal replacement of the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, 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 hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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 herewith, unless and until it has received such notice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 expenses, including reasonable fees and disbursements of counsel and other disbursements reasonable disbursements, incurred in the preparation, delivery, amendment, administration and administration, or execution of this Agreement and the acceptance, administration, exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost, or expenses expense (including, without limitation, the reasonable fees and expenses disbursements of legal counsel), incurred without gross negligence, bad faith faith, or 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)Agent, for any action taken, suffered suffered, or omitted by the Rights Agent in connection with the acceptance, administration, exercise exercise, and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. hereunder. (b) The Rights Agent 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 Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common Series B Preferred Stock or any balance indicated in the Book Entry account system of the transfer agent or for other capital stock or 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 and have been signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, . (c) The provisions of this Section 18 and verified or acknowledged as required by Section 20 below shall survive the termination of this Agreement, the exercise or otherwise upon expiration of the advice Rights, and the resignation, replacement, or removal of counsel as set forth in Section 20 hereofthe Rights Agent.

Concerning the Rights Agent. (a) The Company agrees to will pay to the Rights Agent such reasonable 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 preparation, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), suit, action, proceeding or expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent 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 any action taken, suffered or omitted to be done by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent shall will be fully authorized and protected and shall will 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 hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of other notice evidencing Common Stock 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, statement or other paper or document believed by it to be genuine and to be signed and executed signed, executed, and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent 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 disbursements and other disbursements incurred in the preparation, delivery, negotiation, administration, execution and 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, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, 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 gross negligence, bad faith or 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 judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptanceexecution, administrationacceptance and, administration of, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of or liability for any of the foregoing. The costs and expenses incurred arising therefrom or in enforcing this right of indemnification shall be paid by the Companyconnection therewith, directly or indirectly. The provisions of under this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation termination of this Agreement and the resignation, replacement or removal of the Rights Agent. The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in each case in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. 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 in this Agreement to the contrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including 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.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between 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 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 and all loss, liability, damages, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be as each is determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification by the Rights Agent shall be paid by the CompanyCompany to the extent that the Rights Agent is entitled to indemnification under this Section 18. 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 resignation, replacement or removal of the Rights Agent. The Rights Agent 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 hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Persons, and verified or acknowledged as required by this Agreementpersons, 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 in writing.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder in accordance with a mutually agreed upon fee schedule 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, negotiation, amendment, administration and execution of this Agreement Plan 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, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (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 willful misconduct on the part of the Rights Agent (which gross negligence, bad faith faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this AgreementPlan, including the costs and expenses of defending against any claim of liability for any arising therefrom, directly or indirectly, or enforcing its rights hereunder. The provisions under this Section 17 and Section 19 below shall survive the expiration of the foregoingRights and the termination of this Plan 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 provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. The Rights Agent shall be fully protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder Plan in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Stock or for shares of the Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. The Company agrees to pay --------------------------- to the Rights Agent such reasonable 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 preparation, deliveryexecution, amendment, administration 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 and all loss, liability, damagesfine, judgmentsdamage, finesjudgment, penaltiespenalty, claimscost, demandsclaim, settlementsdemand, costs settlement or expenses (including, without limitation, the reasonable fees and expenses of legal counsel)expense, incurred without gross negligence, bad faith or 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)Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptanceexecution, administration, acceptance and administration of this Agreement and the exercise and performance hereunder of this Agreementits duties, including the costs and expenses of defending against and appealing any claim of liability for any in the premises. The indemnity provided herein shall survive the termination of this Agreement and the expiration of the foregoingRights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions 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 this Section 18 and 20 below shall survive any kind whatsoever (including but not limited to lost profits), even if the termination Rights Agent has been advised of this Agreement, the exercise likelihood of such loss or expiration damage. Any liability of the Rights and Agent under this Agreement will be limited to the resignation or removal amount of fees paid by the Company to the Rights Agent. The Rights Agent may conclusively rely upon and shall be fully 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 Rights Certificate or certificate for any number of one one-thousandths of a share Units of Preferred Stock, Stock or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Persons, and verified or acknowledged as required by this Agreementpersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liabilityjudgment, damagesfine, judgmentspenalty, finesclaim, penaltiesdemand, claimssettlement, demandsdamage, settlementscost, costs liability or expenses (expense, including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent pursuant to this Agreement or in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of in the foregoingpremises. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 Rights, and the resignation resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent shall be fully protected and authorized and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, execution, delivery, amendment, amendment and 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses (including, without limitation, the reasonable fees and expenses of legal counsel)expense, incurred without gross negligence, bad faith or willful misconduct (each as may be finally determined by a court of competent jurisdiction) 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)Agent, for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise acceptance and performance administration of this Rights Agreement, including without limitation the costs and expenses of defending against any claim of liability for any relating to the Rights or this Rights Agreement. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the foregoingRights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration Any liability of the Rights and Agent under this Rights Agreement will be limited to the resignation or removal amount of fees paid by the Company to the Rights Agent. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, punitive, 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 loss or damage. (b) The Rights Agent shall be fully protected against, and shall incur no liability for or in respect of of, any action taken, suffered, 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 Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereofpersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder in accordance with a mutually agreed upon fee schedule, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements expenses 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (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 willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-appealable order, judgment, decree or ruling nonappealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoingin connection herewith. The costs and expenses incurred in enforcing this right of indemnification shall also be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights Rights, the termination of this Agreement and the resignation 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, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement Agreement, and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Right Certificate or certificate for any number the Preferred Shares or Common Shares of one one-thousandths of a share of Preferred Stock, or for shares of Common Stock the Company 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 reasonably believed by it to be genuine and to be signed and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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 in writing in accordance with Section 26.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, delivery, amendmentadministration, administration 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost, or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoingarising therefrom, directly or indirectly. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 19 and 20 Section 21 below 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 shall be fully authorized to rely on, shall be protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and or the exercise and or performance of its duties hereunder in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 21 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, delivery, amendmentexecution, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses (including, without limitation, the reasonable fees and expenses of legal counsel)expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), ) for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise acceptance and performance 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 for any of in the foregoingpremises. The costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall 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 provisions of this Section SECTION 18 and SECTION 20 below 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 shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, 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 Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and executed by the proper Person or Persons. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and verified 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) Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect, incidental, punitive or acknowledged as required by this Agreementconsequential 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 the loss or otherwise upon damage and regardless of the advice form of counsel as set forth in Section 20 hereofthe action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and its affiliates, directors, officers and other employees (collectively, the “Indemnitees”) for, and to hold it them harmless against, any and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction)) on the part of the Indemnitees, for any action taken, suffered or omitted by the Rights Agent Indemnitees in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against and appealing any claim of liability for any of the foregoingarising therefrom, directly or indirectly. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. In no event will the Indemnitees be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indemnitees have been advised of the likelihood of such loss or damage. 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 or removal of the Rights Agent. . (b) The Rights Agent 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 hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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, statement or other paper or document reasonably believed by it to be genuine and to be signed and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to shall pay to the Rights Agent such reasonable 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, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, including without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered suffered, or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoingarising therefrom. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the CompanyCompany (except upon a determination of gross negligence, bad faith or willful misconduct). The provisions provision of this Section 18 17 and 20 Section 19 below shall survive the termination of this Agreement, the exercise of or expiration of the Rights and the resignation resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and or administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share evidencing shares of Preferred Stock, or for shares of Class A Common Stock, Class B Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, Persons or otherwise upon the advice of counsel as set forth in Section 20 hereof19. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to have received 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, provided, however, that the Rights Agent will not be entitled to such protection in cases of bad faith or willful misconduct.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent 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 disbursements 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, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (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 willful misconduct on the part of the Rights Agent (which gross negligence, bad faith faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder. The provisions provided for any under this Section 18 and Section 20 below shall survive the expiration of the foregoingRights and the termination of this 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 provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 21 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, delivery, amendmentadministration, 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 and all loss, liability, damagesdamage, judgmentsjudgement, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, including without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be as finally determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, acceptance and administration of this Agreement or in the exercise and performance of its duties under this Agreement, including . The indemnity provided for herein shall survive the costs termination of this Agreement and expenses of defending against any claim of liability for any the exercise or expiration of the foregoingRights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of this Section 18 and 20 below shall survive any kind whatsoever (including but not limited to lost profits), even if the termination Rights Agent has been advised of this Agreement, the exercise likelihood of such loss or expiration damage. Any liability of the Rights and Agent under this Rights Agreement will be limited to the resignation or removal amount of fees paid by the Company to the Rights Agent. . (b) The Rights Agent shall be fully authorized to rely on, 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 acceptance and administration of this Agreement and or the exercise and or performance of its duties hereunder in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Stock or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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, preparation, delivery, amendment, 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 harmless against, any and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses (including, without limitation, the reasonable fees and expenses of legal counsel)expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as finally determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise acceptance and performance administration of this Rights Agreement, including without limitation, the costs and expenses of defending against any claim of liability for any relating directly or indirectly to the Rights or this Rights Agreement. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the foregoingRights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions 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 this Section 18 and 20 below shall survive any kind whatsoever (including but not limited to lost profits), even if the termination Rights Agent has been advised of this Agreement, the exercise likelihood of such loss or expiration damage. Any liability of the Rights and Agent under this Rights Agreement will be limited to the resignation or removal amount of fees paid by the Company to the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected against, and shall incur no liability for or in respect of of, any action taken, suffered, 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 Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Persons, and verified or acknowledged as required by this Agreementpersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. 18.1 In consideration for the services rendered hereunder, The Company agrees to shall pay to the Rights Agent such reasonable compensation as shall be its fees in accordance with and pursuant to the written fee schedule agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder andAgent, from time to time, on demand of plus the Rights Agent, its ’s reasonable expenses and counsel fees and disbursements fees, expenses and other disbursements incurred in the preparation, negotiations, delivery, amendmentamendments, administration and execution of this Agreement and the exercise and performance of its duties hereunder, including but not limited to any taxes or charges imposed as a result of the action taken by it hereunder (other than taxes or charges imposed on income). Except to the extent expressly set forth in this Agreement, no provision of this Agreement shall require the Rights Agent to expend or risk the Rights Agent’s own funds or otherwise incur any financial liability in the performance of any of the Rights Agent’s duties hereunder or in the exercise of the Rights Agent’s rights if there are reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it. 18.2 The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without bad faith, gross negligence, bad faith negligence or willful misconduct on the part of the Rights Agent Agent, (which bad faith, gross negligence, bad faith negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered suffered, or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses (including attorneys’ fees and expenses) of defending against any claim (whether asserted by the Company, any holders of Rights or any other Person) of liability for any of the foregoinghereunder or arising from enforcing this Agreement. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below 18.2 shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation resignation, replacement or removal of the Rights Agent. . 18.3 The Rights Agent shall be fully authorized and protected against and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted to be taken 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 Rights Right Certificate or certificate for any number representing Ordinary Shares of one one-thousandths of a share of the Company, Preferred StockShares, or for shares of Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth counsel. The Rights Agent shall not be deemed to have any 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 Section 20 hereofconnection therewith unless and until it has received such notice in writing. 18.4 Notwithstanding any provision or language of this Agreement that might be construed to suggest the contrary, in no event shall the Rights Agent be liable for special, incidental, indirect, 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 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 such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptanceacceptance and administration of this Plan, administration, or the exercise and or performance of this Agreementits duties hereunder, including without limitation, the costs and expenses of defending against any claim of liability for any of the foregoinghereunder, directly or indirectly. The costs and expenses incurred in successfully enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this AgreementPlan, the exercise or expiration of the Rights and the resignation resignation, replacement or removal of the Rights Agent. Agent hereunder, including, without limitation, the reasonable costs and expenses of defending against a claim of liability hereunder. (b) The Rights Agent shall be fully authorized and protected and shall 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 Plan and the exercise and performance of its duties hereunder in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, the Common Stock, or for shares of Common Stock or for any 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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 but as to which no notice was provided, 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent 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 its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights 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 any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent 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 disbursements and other disbursements incurred in the preparationadministration, deliveryexecution, amendment, administration 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense, (including, without limitation, 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 willful misconduct on the part of the Rights Agent (which gross negligence, bad faith faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), ) for any action taken, suffered anything done or omitted by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under of this Agreement, including the costs and expenses of defending against any claim of liability for any in connection therewith, directly or indirectly, or of enforcing its rights under this Agreement. Section 18 and Section 20 shall survive the exercise, termination and expiration of the foregoingRights, the resignation, replacement or removal of the Rights Agent and the termination of this Agreement. The costs and expenses incurred in of enforcing this right of indemnification shall also be paid by the Company. The provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. The Rights Agent may conclusively rely upon and shall be fully protected and shall incur no liability for or in respect of any action taken, suffered, 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 Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common Stock 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 and signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. 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 such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesruling (interlocutory or final), penaltiesfine, claimspenalty, demandsclaim, settlementsdemand, costs settlement (but with respect to any settlement only with the Company's prior consent, which shall not be unreasonably withheld), cost or expenses (including, without limitation, the reasonable fees and expenses of legal counsel)expense, incurred without gross negligence, bad faith or willful misconduct (as finally determined by a court of competent jurisdiction) 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)Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise acceptance and performance administration of this Agreement, including including, without limitation the costs and expenses of defending against any claim of liability for any in the premises. The indemnity provided herein shall survive the termination of this Agreement and the termination and expiration of the foregoingRights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions 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 this Section 18 and 20 below shall survive any kind whatsoever (including but not limited to lost profits), even if the termination Rights Agent has been advised of this Agreement, the exercise possibility of such loss or expiration damage. Any liability of the Rights and Agent under this Rights Agreement will be limited to the resignation or removal amount of fees paid by the Company to the Rights Agent. Agent hereunder. (b) The Rights Agent shall be fully indemnified against, shall be protected from, and shall incur no liability for or expense (including without limitation attorneys' fees and expenses) for, or in respect of of, any action taken, suffered, 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 Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Series A Preferred Stock, Shares or for shares of Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, instruction, direction, consent, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed and signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Persons, and verified or acknowledged as required by this Agreementpersons, or otherwise upon the advice of its counsel as set forth in Section 20 hereof. 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 notice unless and until the Company has provided the Rights Agent with written notice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, delivery, amendmentadministration, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses (including, without limitation, the reasonable fees and expenses of legal counsel)expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be determined by a final, final non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise acceptance and performance administration of this Agreement, including the costs and expenses of defending against any claim of liability for any of in the foregoingpremises. The costs and expenses incurred in enforcing this right of indemnification and shall be paid by the Company. The provisions of this Section 18 and 20 below indemnity provided herein shall survive the termination of this Agreement, the exercise or termination and the expiration of the Rights and the resignation or removal of the Rights Agent. . (b) The Rights Agent shall be fully authorized to rely on, 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 its acceptance and administration of this Agreement and or the exercise and or performance of its duties hereunder in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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, statement or other paper or document reasonably believed by it to be genuine and to be signed and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent 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 and disbursements fees, and other disbursements incurred in the preparation, negotiation, delivery, amendmentadministration, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), ) incurred without gross negligence, bad faith or 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 judgment of a court of competent jurisdiction), for any action taken, suffered suffered, or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and 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 for any of arising therefrom, directly or indirectly in the foregoingpremises. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The 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 resignation, replacement, or removal of the Rights Agent. Agent and the termination of this Rights Agreement. (b) 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, suffered or omitted to be taken by it in connection with its acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or Right Certificate, certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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 in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to 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 and all loss, liability, damagesdamage, judgmentsdemand, finesjudgment, penaltiesfine, claimspenalty, demandsclaim, settlementssettlement, costs cost or expenses expense (including, without limitation, including the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith negligence or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-appealable order, judgment, decree or ruling final judgment of a court of competent jurisdiction), ) for any action taken, suffered or omitted to be taken by the Rights Agent pursuant to this Agreement or in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable and documented costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in arising therefrom, directly or indirectly, or enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. its rights hereunder. (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted to be taken 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 Rights Certificate or certificate Book Entry for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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, statements or other paper or document believed by it to be genuine and to be signed signed, executed and executed 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 or Persons, and verified or acknowledged as required by this Agreement, 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) Notwithstanding anything in this Agreement to the contrary, in no 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 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 damages of any kind whatsoever provided in each case that such claims are not based on the gross negligence or willful misconduct of the Rights Agent (each as determined by a final judgment of a court of competent jurisdiction). Any liability of the Rights Agent under this Agreement shall be limited to the amount of annual fees paid by the Company to the Rights Agent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses (including, without limitation, the reasonable fees and expenses of legal counsel)expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, acceptance and administration of this Agreement or the exercise and performance of this Agreementits duties hereunder, including the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companyarising therefrom, directly or indirectly. 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 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 shall be fully authorized and protected and shall will incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its the acceptance and administration of this Agreement and or the exercise and performance of its duties hereunder in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of representing Common Stock, Preferred Stock, or for shares of Common 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 and executed by the proper Person or Persons. 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. (c) Anything in this Agreement to the contrary notwithstanding, and verified in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or acknowledged as required 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. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereofCompany to the Rights Agent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-appealable order, judgment, decree or ruling final judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of and the foregoing. The costs and expenses incurred in of enforcing this right of indemnification shall be paid by the Companyindemnification. The provisions of this Section 18 and Section 20 below hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, 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 Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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) Notwithstanding anything in this Agreement to the contrary, in no event 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 action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any in the premises and of the foregoing. The costs and expenses incurred in enforcing this right rights of indemnification indemnification; provided, however, that the Company shall 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 provisions of this Section 18 and Section 20 below hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, 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 Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, administration, delivery, amendment, administration 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses (including, without limitation, the reasonable fees and expenses of legal counsel)expense, incurred without in connection with its performance under the Agreement, unless caused by the Rights Agent’s gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, final non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise acceptance and performance administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability for any of the foregoinghereunder. The costs and expenses incurred by the Rights Agent in enforcing this its right of indemnification hereunder shall be paid by the Company. 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 resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent 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 Rights Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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, statement or other paper or document reasonably believed by it to be genuine and to be signed and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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 in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liabilityjudgment, damagesfine, judgmentspenalty, finesclaim, penaltiesdemand, claimssettlement, demandsdamage, settlementscost, costs liability or expenses (expense, including, without limitation, limitation the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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)Agent, for any action taken, suffered or omitted by the Rights Agent pursuant to this Agreement or in connection with the acceptance, administration, exercise and performance of this Agreement, including the costs and expenses of defending against any claim of liability for any of in the foregoingpremises. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 20 below indemnity provided for herein shall survive the termination of this Agreement, the exercise or expiration of the Rights Rights, and the resignation or removal of the Rights Agent. . (b) The Rights Agent shall be fully protected and authorized and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common Stock Ordinary 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, delivery, amendment, 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 and all loss, liability, damages, judgments, fines, penalties, claims, demands, settlements, costs or expenses (including, without limitation, the reasonable fees and expenses of legal counsel)expense, incurred without gross negligence, bad faith or 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)Agent, for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, administration, administration of this Agreement or the exercise and or performance of this Agreementits duties hereunder, including the costs and expenses of defending against any claim of liability for any liability. The Rights Agent shall promptly notify the Company, by letter or by facsimile confirmed by letter, of the foregoingassertion 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 defense 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 incurred in of enforcing this right of indemnification shall also be paid by the Company. The provisions of this Section 18 and 20 below indemnification provided for hereunder shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal termination of the Rights Agent. this Agreement. (b) The Rights Agent may exclusively rely upon and shall be fully protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and the administration of this Agreement and or the exercise and or performance of its duties hereunder in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. (c) 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 verified or acknowledged as required by this Agreement, or otherwise upon regardless of the advice form of counsel as set forth in Section 20 hereofthe action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, acceptance and administration of this Plan or the exercise and or performance of this Agreementits duties hereunder, including without limitation, the reasonable costs and expenses of defending against any a claim of liability for any of the foregoinghereunder. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this AgreementPlan, the exercise or expiration of the Rights and the resignation resignation, replacement or removal of the Rights Agent. Agent hereunder, including, without limitation, the reasonable costs and expenses of defending against a claim of liability hereunder. (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, 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 hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and have been signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable 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 preparation, delivery, amendment, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the . The costs and expenses of defending against any claim of liability for any of in the foregoing. The costs premises and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Notwithstanding anything to the contrary contained herein, in no case will the Rights Agent be liable for special, indirect, punitive, indirect, incidental or consequential loss or damages whatsoever (including but not limited to lost profits) of any kind whatsoever, even if the Rights Agent has been advised of the likelihood of such loss or damages. 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 resignation, removal or removal replacement of the Rights Agent. The Rights Agent 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 hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), ) incurred without gross negligence, negligence or bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, negligence or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Rights Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The 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 or removal of the Rights Agent. . (b) The Rights Agent 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 its acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Stock or for shares of Common 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 and signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liabilityliability damage, damagesjudgment, judgmentsfine, finespenalty, penaltiesclaim, claimsdemand, demandssettlement, settlements, costs cost or expenses expense (including, including without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 judgment of a court of competent jurisdiction), ) for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and 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 for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent 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 hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of representing the Preferred Stock, or for shares of the Common Stock or for any 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesobligation, judgmentsdamage or expense (including reasonable attorneys' fees and expenses and other professional services) (collectively, fines"LOSSES"), penaltiesother than for Losses for which the Rights Agent would be liable pursuant to SECTION 20(c) hereof, claimsin connection with the acceptance and administration of this Agreement, demands, settlements, costs or expenses (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of this Agreement, including the costs and expenses of defending against any claim of liability for any of by the foregoingCompany under this Agreement. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section SECTION 18 and SECTION 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation resignation, replacement or removal of the Rights Agent. The Without limiting the generality of the foregoing, and in addition thereto, the Company agrees that the Rights Agent shall be fully 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, 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 (i) in reliance upon any Rights Certificate or Right Certificate, certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of the Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or (ii) otherwise upon the advice of counsel as set forth in Section 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. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for any special, punitive, 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 loss or damage and regardless of the form of action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-appealable order, judgment, decree or ruling final judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of and the foregoing. The costs and expenses incurred in of enforcing this right of indemnification shall be paid by the Companyindemnification. The provisions of this Section 18 and Section 20 below hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, 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 Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, negotiation, administration, delivery, amendment, 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 and its officers, directors and employees for, and to hold it them harmless against, any and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses (includingexpense, including without limitation, limitation the reasonable fees and expenses of legal counselcounsel (collectively, a “Loss”), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Rights Agreement, including without limitation the costs and expenses of defending against and appealing any claim of liability for any of the foregoingarising therefrom, directly or indirectly. The costs and expenses incurred in enforcing this right of indemnification shall 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 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 or removal of the Rights Agent. . (b) The Rights Agent shall be fully protected and shall incur no liability for for, or in respect of any action taken, suffered, 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 Rights Right Certificate or certificate for any number of one one-thousandths of a share shares of Preferred Stock or Common Stock, or for shares of Common Stock or certificate 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 and signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, Persons or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liabilityjudgment, damagesfine, judgmentspenalty, finesclaim, penaltiesdemand, claimssettlement, demandsdamage, settlementscost, costs liability or expenses (expense, including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent pursuant to this Agreement or in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any in the premises of the foregoingRights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 Rights, and the resignation resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent shall be fully protected and authorized and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. 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.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesobligation, judgmentsdamage or expense (including reasonable attorneys’ fees and expenses and other professional services) (collectively, fines“LOSSES”), penaltiesother than for Losses for which the Rights Agent would be liable pursuant to SECTION 20(c) hereof, claimsin connection with the acceptance and administration of this Agreement, demands, settlements, costs or expenses (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of this Agreement, including the costs and expenses of defending against any claim of liability for any of by the foregoingCompany under this Agreement. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section SECTION 18 and SECTION 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation resignation, replacement or removal of the Rights Agent. The Without limiting the generality of the foregoing, and in addition thereto, the Company agrees that the Rights Agent shall be fully 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, 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 (i) in reliance upon any Rights Certificate or Right Certificate, certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of the Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or (ii) otherwise upon the advice of counsel as set forth in Section 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. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for any special, punitive, 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 loss or damage and regardless of the form of action.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable 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 preparation, deliverydeliver, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoingarising, directly or indirectly, therefrom. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the resignation, replacement, removal or substitution of the Rights Agent, the termination of this Agreement, Agreement and the exercise or expiration of the Rights. Anything to the contrary notwithstanding, in no case shall the Rights and 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 resignation Rights Agent has been advised of the likelihood of such loss or removal 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 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 hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, including without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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, judgment decree or ruling of a court of competent jurisdiction), jurisdiction ) for any action taken, suffered suffered, done or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premises. The indemnity provided for any herein shall survive the termination of this Agreement and the exercise or expiration of the foregoingRights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions 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 this Section 18 and 20 below shall survive any kind whatsoever (including but not limited to lost profits), even if the termination Rights Agent has been advised of this Agreement, the exercise likelihood of such loss or expiration damage. Any liability of the Rights and Agent under this Rights Agreement will be limited to the resignation or removal amount of fees paid by the Company to the Rights Agent. The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of its counsel as set forth in Section 20 hereof.. -45- 48

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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, reimbursement of its reasonable expenses and counsel fees and disbursements 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 and all loss, liability, damagesdemand, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandssettlement, settlements, costs cost or expenses (including, without limitation, the reasonable fees and expenses of legal counsel), expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct as each must be finally determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise acceptance and performance administration of this Rights Agreement, including the costs and expenses of defending against any claim of liability for any of in the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. premises. (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in good faith in connection with its acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder in reliance upon any Rights Certificate or Right Certificate, certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common Stock or for Preferred Stock, Units or 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 reasonably believed by it to be genuine and to be signed and signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person person or Personspersons. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Anything to the contrary notwithstanding, and verified in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or acknowledged as required incidental loss or damage of any kind whatsoever (including but not limited to lost profits) (other than by reason of bad faith or willful misconduct), 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, Rights Agreement (other than by reason of bad faith or otherwise upon willful misconduct) will be limited to the advice amount of counsel as set forth in Section 20 hereoffees paid by the Company to the Rights Agent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to upon in writing between the Company and the Rights Agent 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 disbursements and other disbursements incurred in the preparation, negotiation, execution, delivery, amendment, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), ) incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against and appealing any claim of liability for any arising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 below shall survive the exercise or expiration of the foregoingRights, the termination of this Agreement, or the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below 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 shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 signed, executed, and executed where necessary, verified, guaranteed or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 attorney fees and disbursements and other disbursements incurred in the preparation, deliverynegotiation, amendmentexecution, administration administration, delivery and execution amendment 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, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel)) that may be paid, incurred or suffered by it, or to which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, (which gross negligence, bad faith faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any arising therefrom, directly or indirectly, or of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive the termination of its rights under this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted to be taken 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 Rights Right Certificate or certificate for any number representing Common of one one-thousandths the Company (or registration on the transfer books of a share the Company, including, in the case of uncertificated shares, by notation in book entry accounts reflecting ownership), Preferred Stock, or for shares of Common 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 in the absence of bad faith to be genuine and to be duly signed and executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement., or otherwise upon the advice of counsel as set forth in Section 20. 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) Section 18 and Section 20 hereofshall survive the termination of this Agreement, the resignation, replacement or removal of the Rights Agent and the exercise, termination and expiration of the Rights. 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, 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 such reasonable 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 preparation, delivery, amendment, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), ) incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any knowledge of any event of which it was obligated to receive written 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 in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, deliverynegotiation, amendmentadministration, administration 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (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 willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), ) for any action taken, suffered or omitted by the Rights Agent in connection with the execution, acceptance, administration, exercise and or performance of its duties under this Rights Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companyarising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 below hereof shall survive the termination of this Rights Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification by the Rights Agent shall be fully paid by the Company. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties obligations hereunder in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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, agreement or other paper or document believed by it to be genuine and to be signed and signed, executed and, where necessary, verified, guaranteed, or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.Section

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liabilityjudgment, damagesfine, judgmentspenalty, finesclaim, penaltiesdemand, claimssettlement, demandsdamage, settlementscost, costs liability or expenses (includingexpense, without limitation, including the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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)Agent, for any action taken, suffered or omitted by the Rights Agent pursuant to this Agreement or in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of in the foregoingpremises. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights Rights, and the resignation resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent shall be fully protected and authorized and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable 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 preparation, delivery, amendmentadministration, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses (including, without limitation, the reasonable fees and expenses of legal counsel)expense, incurred without gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) 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)Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, administration and execution of this Rights Agreement or the exercise and performance of this Agreementits duties hereunder, including including, without limitation, the costs and expenses of defending against any claim of liability for any 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 foregoingRights, the termination of this Rights Agreement and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. The Rights Agent shall be fully protected and shall incur no liability for for, or in respect of any action taken, suffered, suffered or omitted by it in connection with its with, the acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Persons, and verified or acknowledged as required by this Agreementpersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. 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 contrary notwithstanding, in no event shall the 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. Any liability of the Rights Agent under this Rights Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent.

Concerning the Rights Agent. (a) The Company agrees to shall pay to the Rights Agent such reasonable 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 preparation, delivery, amendment, amendment and 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, negligence or bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, negligence or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent shall be fully 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 the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, evidencing Common Shares or for shares of Common 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 and executed signed, executed, and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, Persons or otherwise upon the advice of counsel as set forth provided in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent 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 Rights Right Certificate or certificate for any number the Preferred Shares or Common Shares of one one-thousandths of a share of Preferred Stock, or for shares of Common Stock the Company 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 reasonable disbursements incurred in the preparation, delivery, amendment, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-non appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companyliability. 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 resignation, replacement or removal of the Rights Agent. The costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be paid by the Company. (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, 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 Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 it, after proper inquiry or examination, to be genuine and to be signed and signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. 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 in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liabilityliability damage, damagesjudgment, judgmentsfine, finespenalty, penaltiesclaim, claimsdemand, demandssettlement, settlements, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel, both in actions by the Company against the Rights Agent and in actions by holders of the Rights against the Rights Agent), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable final order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered suffered, or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise acceptance and performance administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability for any of in the foregoingpremises. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent 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 Agreement, and the exercise and performance of its duties hereunder in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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, statement or other paper or document reasonably believed by it to be genuine and to be signed and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to 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 and all loss, liability, damagesdamage, judgmentsdemand, finesjudgment, penaltiesfine, claimspenalty, demandsclaim, settlementssettlement, costs cost or expenses expense (including, without limitation, including the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith negligence or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-appealable order, judgment, decree or ruling final judgment of a court of competent jurisdiction), ) for any action taken, suffered or omitted to be taken by the Rights Agent pursuant to this Agreement or in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable and documented costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in arising therefrom, directly or indirectly, or enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. its rights hereunder. (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted to be taken 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 Rights Certificate or certificate Book Entry for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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, statements or other paper or document believed by it to be genuine and to be signed signed, executed and executed 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 or Persons, and verified or acknowledged as required by this Agreement, 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) Notwithstanding anything in this Agreement to the contrary, in no 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 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 damages of any kind whatsoever provided in each case that such claims are not based on the gross negligence or willful misconduct of the Rights Agent (each as determined by a final judgment of a court of competent jurisdiction). Any liability of the Rights Agent under this Agreement shall be limited to the amount of annual fees paid by the Company to the Rights Agent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, execution, delivery, amendment, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of this Rights Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoingliability. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The 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 or removal of the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, 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 Rights Right Certificate or certificate for any number of one one-thousandths of a share of Series AA Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof...

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, administration, delivery, amendment, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement , costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), ) incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administrationexercise, exercise and performance or administration of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability for any of in the foregoingpremises. The costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be paid by the Company. 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 or removal of the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Rights Agreement and or the exercise and or performance of its duties hereunder hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liabilityjudgment, damagesfine, judgmentspenalty, finesclaim, penaltiesdemand, claimssettlement, demandsdamage, settlementscost, costs liability or expenses (includingexpense, without limitation, including the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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)Agent, for any action taken, suffered or omitted by the Rights Agent pursuant to this Agreement or in connection with the acceptance, administration, exercise and performance of this Agreement, including the costs and expenses of defending against any claim of liability for any of in the foregoingpremises. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 20 below indemnity provided for herein shall survive the termination of this Agreement, the exercise or expiration of the Rights Rights, and the resignation or removal of the Rights Agent. . (b) The Rights Agent shall be fully protected and authorized and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimssettlement entered into with prior written consent of the Company, demands, settlements, costs cost or expenses (including, without limitation, the reasonable fees and expenses of legal counsel), expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be as finally determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against and appealing any claim of liability for any of the foregoingarising therefrom. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 resignation, replacement or removal of the Rights AgentAgent with respect to time periods prior to such expiration, resignation, replacement or removal. The Rights Agent shall be fully 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 Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Persons, and verified or acknowledged as required by this Agreementpersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable 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 expenses, counsel fees and disbursements expenses, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including but not limited to the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in arising therefrom, directly or indirectly, or enforcing this right of indemnification shall be paid by the Companyits rights hereunder. 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 resignation, replacement or removal of the Rights Agent. The Rights Agent shall be fully authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have any 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 in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between 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, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, negotiation, administration, execution and 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, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, including without limitation, 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 willful misconduct on the part of the Rights Agent (which gross negligence, bad faith faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administrationadministration of, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of or liability for any arising therefrom, directly or indirectly, or enforcing its rights hereunder. The provisions under this Section 18 and Section 20 shall survive the expiration of the foregoingRights and the termination of this Agreement and the resignation, replacement or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below 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 shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred StockCommon Shares, Warrants or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. 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) Notwithstanding anything in this Agreement to the contrary, in no event will the 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 likelihood of such loss or damage and regardless of the form of action.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent 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 disbursements and other disbursements incurred in the preparation, delivery, negotiation, administration, execution and 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, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, 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 gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptanceexecution, administrationacceptance and, administration of, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of or liability for any arising therefrom or in connection therewith, directly or indirectly. The provisions under this Section 18 and Section 20 below shall survive the expiration of the foregoingRights and the termination of this Agreement and the resignation, replacement or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive Company to the termination of this Agreement, the exercise or expiration of extent that the Rights and the resignation or removal Agent is successful in so enforcing its right of the Rights Agentindemnification. The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in each case in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. 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 in this Agreement to the contrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including 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.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder 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 disbursements expenses 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 but not limited to any taxes or charges imposed as a result of the action taken by it hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), paid, incurred or suffered by it, or to which it shall have become subject, without gross negligence, bad faith or 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 judgment of a court of competent jurisdiction), for any action taken, suffered suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses (including reasonable attorneys’ fees and expenses) of defending against any claim of liability for any of the foregoinghereunder. The costs and expenses incurred in enforcing this a successful right of indemnification hereunder shall be paid by the Company. 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 resignation, replacement or removal of the Rights Agent. The Rights Agent shall be fully 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 the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Class A Common Stock or for Class B Common Stock or 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 and executed by the proper Person or Persons, and guaranteed, verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth counsel. The Rights Agent shall not be deemed to have any 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 Section 20 hereofconnection therewith unless and until it has received such notice in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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, preparation, delivery, amendment, administration 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses (including, without limitation, the reasonable fees and expenses of legal counsel), expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise acceptance and performance administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability for any of the foregoingarising therefrom, directly or indirectly. The costs and expenses incurred in enforcing this right of indemnification shall 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 is not entitled to indemnification due to the Rights Agent's gross negligence, bad faith or willful misconduct. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise exercise, termination 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 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 Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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 incur no liability for failing to take any action in connection therewith unless and until it has received such notice in writing. Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, 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 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 such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent 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 disbursements 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, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (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 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 judgment of a court of competent jurisdiction), for 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 execution, acceptance, administration, exercise and performance of its duties under of this Agreement, including the costs and expenses of defending against any claim of liability for any arising therefrom, directly or indirectly, or enforcing its rights hereunder. The obligations of the foregoingCompany provided for under this Section 18 and Section 20 below shall survive the exercise or expiration of the Rights and the termination of this 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 provisions of this Section 18 and 20 below 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 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 acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 signed and have been signed, executed and, where necessary, verified or acknowledged, by the proper Person or PersonsPersons or, and verified or acknowledged as required by this Agreement, 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.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of this Agreement, including the costs and expenses of defending against any claim of liability for any of in the foregoingpremises. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 or removal of the Rights Agent. The Rights Agent 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 hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Persons, and verified or acknowledged as required by this Agreementpersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent 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 disbursements and other disbursements incurred in the preparation, delivery, amendmentnegotiation, administration administration, execution and execution amendment 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, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, 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 gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptanceexecution, administrationacceptance and, administration of, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of or liability for any arising therefrom or in connection therewith, directly or indirectly. The provisions under this Section 18 and Section 20 below shall survive the expiration of the foregoingRights and the termination of this Agreement and the resignation, replacement or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive Company to the termination of this Agreement, the exercise or expiration of extent that the Rights and the resignation or removal Agent is successful in so enforcing its right of the Rights Agentindemnification. The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in each case in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.20. 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 in this Agreement to the contrary, in no event will the 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 likelihood of such loss or damage and regardless of the form of action. 20

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent 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 disbursements and other disbursements incurred in the preparation, delivery, negotiation, administration, execution and 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, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, 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 gross negligence, bad faith or 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 judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptanceexecution, administrationacceptance and, administration of, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of or liability for any arising therefrom or in connection therewith, directly or indirectly. The provisions under this Section 18 and Section 20 below shall survive the expiration of the foregoingRights and the termination of this Agreement and the resignation, replacement or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive Company to the termination of this Agreement, the exercise or expiration of extent that the Rights and the resignation or removal Agent is successful in so enforcing its right of the Rights Agentindemnification. The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in each case in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. 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 in this Agreement to the contrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 expenses and other disbursements incurred in the administration, preparation, delivery, amendment, administration 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement approved by the Company (such approval not to be unreasonably withheld), costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including but not limited to the costs and expenses of defending against any claim of liability for any of in the foregoingpremises. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent shall be fully protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted to be taken 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 Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where expressly required hereunder, verified or acknowledged, by the proper Person Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer, or Persons, and verified any Executive Vice President or acknowledged as required by this AgreementSenior Vice President, or otherwise upon the advice of counsel as set forth in the manner contemplated by Section 20 20(a) hereof. The Rights Agent shall not be deemed to have knowledge of any event of which it was required 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 such notice has been given to the Rights Agent in accordance with Section 25 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, delivery, amendmentexecution, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, (which gross negligence, bad faith or willful misconduct must be as finally determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, acceptance and administration of this Agreement or the exercise and or performance of this Agreementits duties hereunder, including the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companyliability. 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 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 shall be fully authorized to rely on, shall be protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted to be taken by it in connection with its the acceptance and administration of this Agreement and or the exercise and or performance of its duties hereunder in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. The Rights Agent shall not be deemed to have knowledge of any event for which it was supposed to receive notice thereof hereunder, and verified or acknowledged as required by this Agreement, or otherwise upon 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 in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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, negotiation, delivery, amendment, execution 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 and all loss, liabilityjudgment, damagesfine, judgmentspenalty, finesclaim, penaltiesdemand, claimssettlement, demandsdamage, settlementscost, costs liability or expenses (includingexpense, without limitation, including the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 judgment of a court of competent jurisdiction)) on the part of the Rights Agent, for any action taken, suffered or omitted to be taken by the Rights Agent pursuant to this Agreement or in connection with the execution, acceptance, administration, exercise and performance of this Agreement, including the costs and expenses of defending against any claim of liability for any of in the foregoingpremises. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 Rights, and the resignation or removal of the Rights Agent. . (b) The Rights Agent shall be fully protected and authorized and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 reasonable 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 judgment of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of this Agreement, including the costs and expenses of defending against any claim of liability for any of in the foregoingpremises. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 resignation, removal or removal replacement of the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 it, in the absence of bad faith, to be genuine and to be signed and signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, Persons 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, delivery, amendment, 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 and all loss, liability, damages, judgments, fines, penalties, claims, demands, settlements, costs or expenses (including, without limitation, the reasonable fees and expenses of legal counsel)expense, incurred without gross negligence, bad faith or 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)Agent, for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, administration, administration of this Agreement or the exercise and or performance of this Agreementits duties hereunder, including the costs and expenses of defending against any claim of liability for liability. In no 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, by letter or by facsimile confirmed by letter, of the foregoing. The costs and expenses incurred in enforcing this right assertion of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive the termination of this Agreementany action, the exercise proceeding, suit or expiration of the Rights and the resignation or removal of 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 process giving information as to the nature and basis of the action, proceeding, suit or claim. The Company shall be entitled to participate at its own expense in the defense 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. (b) The Rights Agent shall be fully protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and the administration of this Agreement and or the exercise and or performance of its duties hereunder in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), ) incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), ) for any action taken, suffered anything done or omitted by the Rights Agent in connection with the acceptance, administration, exercise exercise, and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of in the foregoingpremises. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise exercise, termination or expiration of the Rights and the resignation 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 or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Stock or for shares of Common 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 and signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth Rights Agent shall be fully protected and shall incur no liability for failing to take action in Section 20 hereofconnection therewith unless and until it has received such notice in writing.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder in accordance with a mutually agreed upon fee schedule 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, negotiation, amendment, administration and execution of this Agreement Plan 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, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (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 willful misconduct on the part of the Rights Agent (which gross negligence, bad faith faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this AgreementPlan, including the costs and expenses of defending against any claim of liability for any arising therefrom, directly or indirectly, or enforcing its rights hereunder. The provisions under this Section 18 and Section 20 below shall survive the expiration of the foregoingRights and the termination of this Plan 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 provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. The Rights Agent shall be fully protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder Plan in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Stock or for shares of the Common 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent 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 disbursements and other disbursements incurred in the preparation, delivery, negotiation, administration, execution and 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, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, 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 gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptanceexecution, administrationacceptance and, administration of, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of or liability for any of the foregoing. The costs and expenses incurred arising therefrom or in enforcing this right of indemnification shall be paid by the Companyconnection therewith, directly or indirectly. The provisions of under this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation termination of this Agreement and the resignation, replacement or removal of the Rights Agent. The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in each case in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. 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 in this Agreement to the contrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including 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.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder 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 disbursements and other disbursements incurred in the preparation, delivery, negotiation, administration, execution and 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, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (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 willful misconduct on the part of the Rights Agent (which gross negligence, bad faith faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered suffered, or omitted to be taken by the Rights Agent in connection with the acceptanceexecution, administrationacceptance and, administration of, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of or liability for any arising therefrom, directly or indirectly. The provisions under this Section 18 and Section 20 below shall survive the expiration of the foregoingRights and the termination of this Agreement and the resignation, replacement or removal of the Rights Agent. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and 20 below shall survive Company to the termination of this Agreement, the exercise or expiration of extent that the Rights and the resignation or removal Agent is successful in so enforcing its right of the Rights Agentindemnification. The Rights Agent shall be fully protected and shall incur no liability for or in respect of any action taken, suffered, 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 Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. Notwithstanding anything in this Agreement to the contrary, in no event will 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 regardless of the form of action.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between 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 disbursements and other disbursements incurred in the preparation, negotiation, delivery, amendmentadministration, administration amendment and execution of this Agreement and the exercise and performance of its duties hereunder, which compensation is generally described on Exhibit C attached hereto. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), ) incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability for any of the foregoingarising therefrom, directly or indirectly. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 resignation, replacement or removal of the Rights Agent. The Rights Agent 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 Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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 and signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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 in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), ) incurred without gross negligence, bad faith or 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)Agent, for any action taken, suffered or omitted by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. The provisions provided for any under this Section 19 and Section 21 below shall survive the expiration of the foregoingRights and the termination of this 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 provisions of this Section 18 and 20 below 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 shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 21 hereof. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to received 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.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, administration, delivery, amendment, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, including without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administrationexercise, exercise and performance or administration of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability for any of in the foregoingpremises. The costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be paid by the Company. 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 resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent 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 or the exercise and or performance of its duties hereunder in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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. Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, 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. Any liability of the Rights Agent hereunder shall be limited to the amount of fees paid by the Company to the Rights Agent hereunder.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlements, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. 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 resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent 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 its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder in accordance with the fee schedule attached hereto as Exhibit D 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, execution, delivery, amendment, 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost, or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling nonappealable judgment of a court of competent jurisdiction), ) for any action taken, suffered suffered, or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoingarising therefrom, directly or indirectly. The costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be paid by the CompanyCompany unless it is finally determined by 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 event, the Rights Agent shall repay all such costs and expenses. The indemnity and compensation provided herein shall survive the termination of this Agreement, the termination and the expiration of the Rights and the resignation or removal of the Rights Agent. 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 (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 pursuant to this Agreement. 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 resignation, replacement or removal of the Rights Agent. The Rights Agent may conclusively rely upon and shall be fully protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder hereunder, in reliance upon any Rights Right Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of the Common Stock 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 and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 preparation, delivery, amendment, 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 and all loss, liability, damagesclaim, judgmentsdamage, finesjudgment, penaltiesfine, claimspenalty, demandsdemand, settlementssettlement, cost or expense (“Loss”) arising out of or in connection with the acceptance, administration, exercise and/or performance of its duties under this Agreement, including the costs or expenses (including, without limitation, the reasonable fees and expenses of legal counsel)defending itself against any Loss, incurred without gross negligence, bad faith or willful misconduct on unless such Loss is the part result of the Rights Agent Agent’s gross negligence or intentional misconduct (which gross negligence, bad faith negligence or willful intentional misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), for any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of this Agreement, including the costs and expenses of defending against any claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions obligations of the Company under this Section 18 and 20 below section shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent 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 hereunder, in reliance upon any Rights Certificate or certificate for any number of one one-thousandths of a share of the Preferred Stock, Shares or for shares of Common Stock 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, statement or other paper or document believed by it to be genuine and to be signed and signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand settlement or expense, settlements, costs or expenses (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or 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 any action taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including . The indemnity provided for herein shall survive the costs termination of this Agreement and expenses of defending against any claim of liability for any the exercise or expiration of the foregoingRights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions 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 this Section 18 and 20 below shall survive any kind whatsoever (including but not limited to lost profits), even if the termination Rights Agent has been advised of this Agreement, the exercise likelihood of such loss or expiration damage. Any liability of the Rights and Agent under this Agreement will be limited to the resignation or removal amount of fees paid by the Company to the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, 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 Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and executed executed, and where necessary, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 out-of-pocket expenses, including reasonable fees and disbursements and other disbursements of its counsel, incurred in connection with the preparation, deliverynegotiation, amendment, delivery execution and administration of this Agreement and execution of any amendment to 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-non appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including including, without limitation, the reasonable costs and expenses of defending against any a claim of liability for any of the foregoing. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companyliability. 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 resignation, replacement or removal of the Rights Agent. The costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be paid by the Company. (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, 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 Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 reasonably believed by it to be genuine and to be signed and have been signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, and verified or acknowledged as required by this Agreement, Persons or otherwise upon the advice of counsel as set forth in Section 20 hereof20. 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 in writing.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable 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 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 and its affiliates, directors, officers, employees, or agents for, and to hold it harmless against, any and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, non-appealable order, judgment, decree or ruling final judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability for any of and the foregoing. The costs and expenses incurred in of enforcing this right of indemnification shall be paid by the Companyindemnification. The provisions of this Section 18 and Section 20 below hereof shall survive (a) the termination or expiration of this Agreement, (b) the termination of the obligations of the Rights Agent hereunder in accordance with Section 7(a) hereof, (c) the exercise or expiration of the Rights and (d) the resignation resignation, replacement or removal of the Rights Agent. . (b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered, suffered or omitted to be taken 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 Rights Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common 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 and signed, executed and, where necessary, verified, guaranteed or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, 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, but for which it has not received such notice in writing 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.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing between the Company and the Rights Agent 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 disbursements and other disbursements incurred in the preparationadministration, deliveryexecution, amendment, administration 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 and all loss, liability, damagesdamage, judgmentsjudgment, finesfine, penaltiespenalty, claimsclaim, demandsdemand, settlementssettlement, costs cost or expenses expense, (including, without limitation, 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 willful misconduct on the part of the Rights Agent (which gross negligence, bad faith faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction), ) for any action taken, suffered anything done or omitted by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under of this Agreement, including the costs and expenses of defending against any claim of liability for any in connection therewith, directly or indirectly, or of enforcing its rights under this Agreement. Section 18 and Section 20 shall survive the exercise, termination and expiration of the foregoingRights, the resignation, replacement or removal of the Rights Agent and the termination of this Agreement. The costs and expenses incurred in of enforcing this right of indemnification shall also be paid by the Company. The provisions of this Section 18 and 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. The Rights Agent may conclusively rely upon and shall be fully protected and shall incur no liability for or in respect of any action taken, suffered, 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 Rights Right Certificate or certificate for any number of one one-thousandths of a share of Preferred Stock, or for shares of Common Stock 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 and signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, and verified or acknowledged as required by this Agreement, or otherwise upon the advice of counsel as set forth in Section 20 hereof20. 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.