Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each member of the Shareholder Group and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Registrable Shares, against any losses, claims, damages or liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "CLAIMS") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, will indemnify and hold harmless each member of the Shareholder Group and its respective directors, officers, employees and controlling Persons, if any, holder and each underwriteraffiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, its partners, directors, officers, employees and controlling Persons, if any, in or under any offering Blue Sky Law or sale of the Registrable Shares, regulation against any losses, claims, damages damages, or liabilities, actions joint or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectivelyseveral, "CLAIMS") to which each such indemnified party holder may become subjectsubject under the Act or otherwise, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, claims, damages, or liabilities (or actions or proceedings in respect thereof, ) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, or any preliminary or final prospectus contained thereinprospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such holder and affiliate for any legal or other expenses reasonably incurred by such holder in each connection with investigating or defending any such action or claim regardless of the negligence of any such holder or affiliate; provided, however, that the Company shall not be liable in any such case only to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, registration statement or prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group any such holder expressly for use therein, . (b) Each holder of Common Stock registered pursuant to this Agreement will indemnify and (ii) reimburse hold harmless the Company for against any legal losses, claims, damages, or other out-of-pocket expenses reasonably incurred by liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in connection with investigating respect thereof) arise out of or defending are based upon an untrue statement or alleged untrue statement of a material fact contained in any such Claim.preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in (c) Promptly after receipt by an indemnified party under Section 5.6(aSections 8(a) or Section 5.6(b(b) of written notice above of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requestedaction, such indemnified party shall shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify such the indemnifying party in writing of the commencement of such action or proceedingthereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which that it may otherwise have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an the indemnifying party of the commencement thereof, such thereof the indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory thereof by notice in writing to such the indemnified party, and, after . After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expenses expense, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation; PROVIDEDinvestigation incurred prior to the assumption by the indemnifying party, HOWEVERunless such expenses have been specifically authorized in writing by the indemnifying party, that (i) if the indemnifying party fails has failed to take reasonable steps necessary assume the defense and employ counsel, or the named parties to defend diligently any such action include both the action or proceeding within 20 days after receiving notice from indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the indemnified party believes it has failed to do so; (ii) if representation of such indemnified party who is a defendant in any action or proceeding which is also brought against and the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise would be inappropriate under applicable standards of professional conduct, thendue to actual or potential differing interests between them, in any such case, each of which cases the fees of counsel for the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and will be paid by the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by Sections 5.6(a) provided for in this Section 8 is unavailable or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any Claims losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault ofbenefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party, on party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the one hand, relative fault of the Company and the indemnified partyholders in connection with the statement or omissions that resulted in such losses, on the claims, damages, or liabilities (or actions in respect thereof), as well as any other hand, with respect to such offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company or by such indemnified party, the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto holders agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.6(d8(d) were to be determined by pro rata allocation or by any other method determined (e) The obligations of allocation which does not take into account the equitable considerations referred to in the preceding sentences of Company under this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above 8 shall be deemed in addition to include (subject any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to the limitations set forth in Section 5.6(c) hereof) each person, if any, who controls any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty holder of fraudulent misrepresentation (Warrants within the meaning of Section 11(f) the Act. The obligations of the Securities Act) holders of Common Stock under this Section 8 shall be entitled in addition to contribution from any Person liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who was not guilty controls the Company within the meaning of such fraudulent misrepresentationthe Act.

Indemnification; Contribution. (ai) The Company shall, and it hereby agrees to, will indemnify and hold harmless each member of the Shareholder Group and its respective directors, officers, employees and controlling Persons, if any, holder and each underwriteraffiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, its partners, directors, officers, employees and controlling Persons, if any, in or under any offering Blue Sky Law or sale of the Registrable Shares, regulation against any losses, claims, damages damages, or liabilities, actions joint or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectivelyseveral, "CLAIMS") to which each such indemnified party holder may become subjectsubject under the Securities Act or otherwise, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, claims, damages, or liabilities (or actions or proceedings in respect thereof, ) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, or any preliminary or final prospectus contained thereinprospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, will reimburse each such holder and it hereby agrees to, reimburse periodically Parent or any such underwriter affiliate for any legal or other out-of-pocket expenses reasonably incurred by them such holder in connection with investigating or defending any such Claimsaction or claim regardless of the negligence of any such holder or affiliate; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage, or liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such any preliminary prospectus, registration statement, statement or preliminary or final prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group such holder expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (bii) The members Each holder of the Shareholder Group shall, and hereby agree, severally and not jointly, Common Stock registered pursuant to (i) this Agreement will indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, Company against any Claims losses, claims, damages, or liabilities to which each such indemnified party the Company may become subject, under the Securities Act or otherwise, insofar as such Claims (including any amounts paid in settlement as provided herein)losses, claims, damages, or liabilities (or actions or proceedings in respect thereof, ) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary prospectus, registration statement or final prospectus contained thereinprospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group such holder expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. (ciii) Promptly after receipt by an indemnified party under Section 5.6(aSections 4(d)(i) or Section 5.6(b(ii) of written notice above of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requestedaction, such indemnified party shall shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify such the indemnifying party in writing of the commencement of such action or proceedingthereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which that it may otherwise have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an the indemnifying party of the commencement thereof, such thereof the indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory thereof by notice in writing to such the indemnified party, and, after . After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expenses expense, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation; PROVIDEDinvestigation incurred prior to the assumption by the indemnifying party, HOWEVERunless such expenses have been specifically authorized in writing by the indemnifying party, that (i) if the indemnifying party fails has failed to take reasonable steps necessary assume the defense and employ counsel, or the named parties to defend diligently any such action include both the action or proceeding within 20 days after receiving notice from indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the indemnified party believes it has failed to do so; (ii) if representation of such indemnified party who is a defendant in any action or proceeding which is also brought against has been advised by counsel that the representation of such indemnified party and the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise would be inappropriate under applicable standards of professional conduct, thendue to actual or potential differing interests between them, in any such case, each of which cases the fees of counsel for the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and will be paid by the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (div) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by Sections 5.6(aprovided for in this Section 4(d) is unavailable or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party under Section 4(d)(i) or (ii) in respect of any Claims losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault ofbenefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party, on party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the one hand, relative fault of the Company and the indemnified partyholders in connection with the statement or omissions that resulted in such losses, on the claims, damages, or liabilities (or actions in respect thereof), as well as any other hand, with respect to such offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company or by such indemnified party, the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto holders agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.6(d4(d)(iv) were to be determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation which that does not take into account the equitable considerations referred to above in the preceding sentences of this Section 5.6(dsubsection 4(d)(iv). The Except as provided in Section 4(d)(iii), the amount paid or payable by an indemnified party as a result of the Claims losses, claims, damages, or liabilities (or actions in respect thereof) referred to above in this Section 4(d)(iv) shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating investigation or defending any such action, proceeding action or claim. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provision in this Section 4(d)(iv) to the contrary, no holder shall be liable for any amount, in the aggregate, in excess of the net proceeds to such holder from the sale of such holder's shares (obtained upon exercise of Warrants) giving rise to such losses, claims, damages, or liabilities. (v) The obligations of the Company under this Section 4(d) shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Securities Act. The obligations of the holders of Common Stock under this Section 4(d) shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Securities Act.

Indemnification; Contribution. (a) Indemnification by the Company. The Company shall, and it hereby agrees to, to indemnify ------------------------------ and hold harmless each member of the Shareholder Group Purchaser from and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Registrable Shares, against any and all losses, claims, damages or liabilitiesdamages, actions or proceedings (whether commenced or threatened) in respect thereof liabilities and expenses (including reasonable fees costs of counselinvestigation) (collectively, "CLAIMS") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statement, the Registration Statement or any preliminary or final prospectus contained therein, therein or in any amendment or supplement theretothereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by the Purchaser or on the Purchaser's behalf expressly for use therein and; provided, further, that with respect to -------- ------- any untrue statement or omission or alleged untrue statement or omission or alleged omission was made in reliance upon and any preliminary prospectus, the indemnity agreement contained in conformity with written information furnished to the Company by the Shareholder Group expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party this subsection shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, apply to the extent that it shall determineany such loss, jointly with claim, damage, liability or expense results from the fact that a current copy of the prospectus was not sent or given to the person asserting any other indemnifying party similarly notifiedsuch loss, claim, damage, liability or expense at or prior to assume the defense thereof, with counsel reasonably satisfactory written confirmation of the sale of the Registrable Securities to such indemnified party, and, after notice from person if it is determined that it was the indemnifying party responsibility of the Purchaser to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such indemnified party of its election so to assume the defense thereofloss, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any damage, liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyexpense. (d) The members of the Shareholder Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The Company LSC Parent shall, and it hereby agrees to, (i) indemnify and hold harmless each member of the Shareholder Group and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, Registration Equityholder in any offering or sale of Registrable Securities, and such Registration Equityholder’s partners, members, managers and Affiliates and each Person, if any, who controls any of the Registrable Sharesforegoing Persons within the meaning of the Securities Act or the Exchange Act, from and against any and all losses, claims, damages damages, or liabilities, or any actions or proceedings (whether commenced or threatened) in respect thereof and costs and expenses (including reasonable fees of counsel) (collectively, "CLAIMS"“Claims”) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected reached in accordance with the requirements for consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims Prospectus (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in Free Writing Prospectus incorporated into such registration statement, or any preliminary or final prospectus Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus, including any Free Writing Prospectus, incorporated into such Registration Statement, in the light of the circumstances in which they were made), not misleading; and (ii) reimburse upon written demand each indemnified party for any reasonable and documented legal or other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending (or preparing to defend) any such Claims; provided, however, that LSC Parent shall not be liable to an indemnified party in each any such case only to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to LSC Parent about a Registration Equityholder by or on behalf of such indemnified party expressly for use therein, or if the Registration Equityholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if LSC Parent had previously furnished copies thereof to such Registration Equityholder a reasonable period of time prior to such sale and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement. (b) Each Registration Equityholder shall, and hereby agrees to, severally and not jointly (i) indemnify and hold harmless LSC Parent in any offering or sale of Registrable Securities, each Director and officer of LSC Parent (including any such Director or officer who shall sign the applicable Registration Statement) and each Person, if any, who controls any of the foregoing Persons within the meaning of the Securities Act or the Exchange Act, from and against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), in the light of the circumstances in which they were made), not misleading; and (ii) reimburse upon written demand each indemnified party for any reasonable and documented legal or other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending (or preparing to defend) any such Claims, in each case, to the extent, that such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about such Registration Equityholder furnished in writing to the Company LSC Parent by the Shareholder Group or on behalf of such Registration Equityholder expressly for use therein, or if such Registration Equityholder sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if LSC Parent had previously furnished copies thereof to the Registration Equityholders a reasonable period of time prior to such sale and (ii) reimburse the Company for any legal such Prospectus corrected such untrue statement or other out-of-pocket expenses reasonably incurred by the Company alleged untrue statement or omission or alleged omission made in connection with investigating or defending any such ClaimRegistration Statement. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of Each Registration Equityholder, on the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such noticeone hand, and in no event shall such omission relieve LSC Parent, on the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereofhand, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company agree agrees that if, for any reason, the indemnification provisions contemplated by Sections 5.6(aSection 2.7(a) or 5.6(bSection 2.7(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to statements or omissions that that resulted in such offering of securitiesClaims. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding first sentence of this Section 2.7(c) is not permitted by applicable lawRequirements of Law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative benefits received by LSC Parent, on the one hand, and a Registration Equityholder, on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the offering of securities (net of discounts and commissions but before deducting expenses) giving rise to the applicable Claim bears to the net proceeds received by such Registration Equityholder with respect to its sale of Registrable Securities giving rise to such Claim. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d2.7(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d2.7(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof2.8) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending (or preparing to defend) any such action, proceeding or claimProceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Registration Equityholders obligations to contribute as provided in this Section 2.7(c) are several and not joint.

Indemnification; Contribution. (a) The Company shallIf any Registrable Securities are included in a registration statement under this Agreement: 7.1. To the extent permitted by applicable law, and it hereby agrees to, indemnify and hold harmless each member of the Shareholder Group and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Registrable Shares, against any losses, claims, damages or liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "CLAIMS") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, Trust and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agreeCorporation, severally and not jointly, to (i) shall indemnify and hold harmless the CompanyHolder, its directors, officers, employees and controlling Personseach Person, if any, who controls the Holder within the meaning of the Securities Act, and each underwriterofficer, its partnersdirector, officers, directors, employees partner and controlling Persons, if any, in any offering or sale employee of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims the (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an i) Any untrue statement or alleged untrue statement of a material fact contained in such registration statement, or including any preliminary prospectus or final prospectus contained therein, or any amendment amendments or supplement supplements thereto, or any document incorporated by reference therein, or arise out of or are based upon any ; or (ii) The omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; provided, however, that the indemnification required by this Section 7.1 shall not apply to amounts paid in each settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Trust or the Corporation (which consent shall not be unreasonably withheld), nor shall the Trust or the Corporation be liable in any such case only for any such loss, claim, damage, liability or expense to the extent that such untrue statement it arises out of or alleged untrue statement or omission or alleged omission was made is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company Trust or the Corporation by the Shareholder Group indemnified party in writing expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending such registration; and provided, further, that the indemnity agreement contained in this Section 7 shall not apply to the extent that any such Claimloss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if an underwriter or Holder was under an obligation to deliver such final prospectus and failed to do so. (c) 7.2. To the extent permitted by applicable law, the Holder shall indemnify and hold harmless the Trust, the Corporation, each of the Trustees of the Trust, each of the directors of the Corporation, each of the officers of the Trust or the Corporation who shall have signed the registration statement, each Person, if any, who controls the Trust or the Corporation within the meaning of the Securities Act, against any 7.3. Promptly after receipt by an indemnified party under this Section 5.6(a) or Section 5.6(b) 7 of written notice of the commencement of any action action, suit, proceeding, investigation or proceeding threat thereof made in writing for which indemnification such indemnified party may make a claim under this Section 5.6(a) or Section 5.6(b) may be requested7, such indemnified party shall notify such deliver to the indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify a written notice thereof and the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled right to participate therein in, and, to the extent that it shall determinethe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably mutually satisfactory to such indemnified partythe parties; provided, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVERhowever, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the an indemnified party shall have the right to assume or continue retain its own defense as set forth above (but counsel, with no more than one firm the fees and disbursements and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel for all indemnified parties in each jurisdiction) and retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 7 to the extent of such prejudice but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 7. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be liable for any expenses therefor paid to the indemnified party, as incurred, within thirty (including, without limitation, any such reasonable counsel's fees)30) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled 7.4. If the indemnification required by this Section 7 from the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of any Claims losses, claims, damages, liabilities or expenses referred to thereinin this Section 7: (i) The indemnifying party, then each in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of, of the indemnifying partyparty and indemnified parties in connection with the actions which resulted in such losses, on the one handclaims, and the indemnified partydamages, on the liabilities or expenses, as well as any other hand, with respect to such offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. , (ii) The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.6(d) 7.4 were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d7.4(i). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 7.5. If indemnification is available under this Section 7, the indemnifying parties shall indemnify each indemnified party to the full extent provided in this Section 7 without regard to the relative fault of such indemnifying party or indemnified party or any other equitable consideration referred to in Section 7.4. 7.6. The obligations of the Trust, the Corporation and the Holder under this Section 7 shall survive the completion of any offering of Registrable Securities pursuant to a registration statement under this Agreement, and otherwise.

Indemnification; Contribution. (ai) The Company shall, and it hereby agrees towithout limitation as to time, indemnify and hold harmless harmless, to the full extent permitted by law, each member of Stockholder, the Shareholder Group and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, members, agents and employees of each of them, each Person who controls each such Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), the officers, directors, agents and employees of each such controlling person and controlling Personsany financial or investment adviser (each, if anyan "INDEMNIFIED STOCKHOLDER"), in any offering or sale of to the Registrable Sharesfullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, actions or proceedings (whether commenced or threatened) in respect thereof reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and reasonable expenses (including reasonable fees expenses of counselinvestigation) (collectively, "CLAIMSLOSSES") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereofas incurred, arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, prospectus or any preliminary form of prospectus or final prospectus contained therein, or in any amendment or supplement theretosupplements thereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and except to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information so furnished in writing by the Company shallto such Stockholder expressly for use in such Registration Statement or prospectus and that such statement or omission was reasonably relied upon by such Stockholder in preparation of such Registration Statement, prospectus or form of prospectus; provided, however, that the Company shall not be liable in any such case to the extent that the Company has furnished in writing to such Stockholder within a reasonable period of time prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to such Stockholder, and it hereby agrees tosuch Stockholder failed to include such information therein; provided, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDEDfurther, HOWEVERhowever, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such Person in any such case underwriter(s) within the meaning of the Securities Act to the extent that any such Claims Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (A) such registration statement, Person failed to send or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative deliver a copy of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, prospectus with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the delivery of written confirmation of the sale by such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof Person to the Shareholder Group or Person asserting the claim from which such underwriterLosses arise, and such (B) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission omission, and (C) the Company has complied with its obligations under Section 4(e)(iii). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made in by or on behalf of such registration statementIndemnified Stockholder. (bii) The members In connection with any Registration Statement in which a Stockholder is participating, such Stockholder, or an authorized officer of such Stockholder, shall furnish to the Shareholder Group shall, Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or prospectus and hereby agreeagrees, severally and not jointly, to (i) indemnify and hold harmless indemnify, to the full extent permitted by law, the Company, its directors, officers, employees agents and controlling Personsemployees, if anyeach Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and each underwriter, its partnersthe directors, officers, directorsagents or employees of such controlling persons (each, employees an "INDEMNIFIED COMPANY", and controlling Personstogether with the Indemnified Stockholders, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided hereinthe "INDEMNIFIED PARTIES"), or actions or proceedings in respect thereoffrom and against all Losses, arise as incurred, arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in such registration statementany Registration Statement, prospectus or any preliminary form of prospectus or final prospectus contained therein, or in any amendment or supplement theretosupplements thereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information so furnished in each writing by such Stockholder to the Company expressly for use in such Registration Statement or prospectus and that such statement or omission was reasonably relied upon by the Company in preparation of such Registration Statement, prospectus or form of prospectus; provided, however, that such Stockholder shall not be liable in any such case only to the extent that such untrue statement Stockholder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such Registration Statement or alleged untrue statement prospectus or omission amendment or alleged omission was supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made in reliance upon and in conformity with written not misleading, information previously furnished to the Company by the Shareholder Group expressly for use thereinCompany, and (ii) reimburse the Company for failed to include such information therein. In no event shall the liability of any legal selling Stockholder hereunder be greater in amount than the after-tax dollar amount of the proceeds (net of payment of all expenses) received by such Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any on behalf of such ClaimIndemnified Company. (ciii) Promptly after receipt by an indemnified Any Indemnified Party shall give prompt notice to the party under Section 5.6(aor parties from which such indemnity is sought (the "INDEMNIFYING PARTIES") or Section 5.6(b) of written notice of the commencement of any action action, suit, proceeding or proceeding for investigation or written threat thereof (a "PROCEEDING") with respect to which such Indemnified Party seeks indemnification under Section 5.6(a) or Section 5.6(b) may be requestedcontribution pursuant hereto; provided, such indemnified party shall notify such indemnifying party in writing of however, that the commencement of such action or proceeding; but the omission failure to so to notify the indemnifying party Indemnifying Parties shall not relieve it the Indemnifying Parties from any obligation or liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, except to the extent that it the Indemnifying Parties have been prejudiced by such failure. The Indemnifying Parties shall determinehave the right, jointly with any other indemnifying party similarly notifiedexercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such Proceeding, to assume assume, at the Indemnifying Parties' expense, the defense thereofof any such Proceeding, with counsel reasonably satisfactory to such indemnified partyIndemnified Party; provided, andhowever, after notice from that an Indemnified Party or Indemnified Parties (if more than one such Indemnified Party is named in any Proceeding) shall have the indemnifying party right to employ separate counsel in any such indemnified party Proceeding and to participate in the defense thereof, but the fees and expenses of its election so such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless: (x) the Indemnifying Parties agree to pay such fees and expenses; (y) the Indemnifying Parties fail promptly to assume the defense thereof, of such indemnifying party shall not be liable Proceeding or fail to employ counsel reasonably satisfactory to such indemnified party for Indemnified Party or Indemnified Parties; or (z) the named parties to any legal such Proceeding (including any impleaded parties) include both such Indemnified Party or any other expenses subsequently incurred by such indemnified party in connection with Indemnified Parties and the defense thereof other than reasonable costs of investigation; PROVIDEDIndemnifying Parties, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that and there may be one or more legal defenses available to such indemnified party which Indemnified Party or Indemnified Parties that are not different from or additional to those available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, thenIndemnifying Parties, in any such which case, if such Indemnified Party or Indemnified Parties notifies the indemnified party Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Parties, it being understood, however, that, unless there exists a conflict among Indemnified Parties, the Indemnifying Parties shall not, in connection with any one such Proceeding or continue its own defense as set forth above (separate but with no more than one firm substantially similar or related Proceedings in the same jurisdiction, arising out of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall same general allegations or circumstances, be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel separate firm of attorneys (together with appropriate local counsel) at any time for each indemnified party with respect to such claimIndemnified Party or Indemnified Parties. The indemnifying party Whether or not such defense is assumed by the Indemnifying Parties, such Indemnifying Parties or Indemnified Party or Indemnified Parties will not be subject to any liability for any settlement made without its consent, which or their consent shall (but such consent will not be unreasonably withheld or delayedwithheld). No indemnifying party shall, without the prior written consent of the indemnified party, compromise or The Indemnifying Parties shall not consent to entry of any judgment or enter into any settlement agreement with respect to any action which (A) provides for other than monetary damages without the consent of the Indemnified Party or proceeding in respect of Indemnified Parties (which indemnification is sought under Section 5.6(aconsent shall not be unreasonably withheld or delayed) or Section 5.6(b(B) (whether or does not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes include as an unconditional release term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Parties of a release, in form and substance satisfactory to the indemnified party Indemnified Party or Indemnified Parties, from all liability in respect of such claim or litigation, does not subject the indemnified party Proceeding for which such Indemnified Party would be entitled to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyindemnification hereunder. (div) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by Sections 5.6(aprovided for in this Section 4(g) or 5.6(b) hereof are is unavailable to an Indemnified Party or are is insufficient to hold such Indemnified Party harmless an indemnified party for any Losses in respect of any Claims referred to thereinwhich this Section 4(g) would otherwise apply by its terms, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall have a joint and several obligation to contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Claims Losses, in such proportion as is appropriate to reflect the relative fault of, of and relative benefit to the indemnifying partyIndemnifying Party, on the one hand, and the indemnified partysuch Indemnified Party, on the other hand, in connection with respect to the actions, statements or omissions that resulted in such offering of securitiesLosses as well as any other relevant equitable considerations. The relative fault of such indemnifying party Indemnifying Party, on the one hand, and indemnified party Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact fact, has been taken by, or relates to information supplied by by, such indemnifying party Indemnifying Party or by such indemnified partyIndemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such indemnified party in connection with any Proceeding, to the extent such proportion as is appropriate party would have been indemnified for such expenses if the indemnification provided for in Section 4(g)(i) or 4(g)(ii) was available to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.6(d4(g)(iv) were to be determined by pro pro-rata allocation or by any other method of allocation which that does not take into account of the equitable considerations referred to in this Section 4(g)(iv). Notwithstanding the preceding sentences provisions of this Section 5.6(d4(g)(iv). The , an Indemnifying Party that is a selling Stockholder shall not be required to contribute any amount paid or payable by an indemnified party as a result in excess of the Claims referred to above shall be deemed to include (subject to amount by which the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred net after-tax proceeds received by such indemnified party in connection with investigating Indemnifying Party exceeds the amount of any damages that such Indemnifying Party has otherwise been required to pay by reasons of such untrue or defending any such action, proceeding alleged untrue statement or claimomission or alleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The Company shallTo the extent permitted by law, Hybridon shall indemnify each Holder and it hereby agrees to, indemnify and hold harmless each member person controlling such Holder within the meaning of Section 15 of the Shareholder Group and its respective directorsSecurities Act, officerswith respect to which any registration, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering qualification or sale of the Registrable Sharescompliance has been effected pursuant to this Article II, against any all claims, losses, claims, damages and liabilities (or liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "CLAIMS") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings action in respect thereof), arise including any of the foregoing incurred in settlement of any litigation, commenced or threatened (subject to Subsection 7(c) below), arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus or any preliminary or final prospectus contained thereinoffering circular, or any amendment or supplement theretothereof, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable incident to any such Person in registration, qualification or compliance, or based on any such case to the extent that any such Claims arise out of or are based upon an untrue statement omission (or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference thereinomission) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, and shall reimburse each Holder and each person controlling such Holder for legal and other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action as incurred; provided that Hybridon shall not be liable in any such case only to the extent that any untrue statement or omission or allegation thereof is made in reliance upon and in conformity with information furnished to Hybridon by or on behalf of such Holder and stated to be specifically for use in preparation of such registration statement, prospectus or offering circular; provided, further, that Hybridon shall not be liable in any such case where the claim, loss, damage or liability arises out of or is related to the failure of the Holder to comply with the covenants and agreements contained in this Article II respecting sales of Registrable Securities, and except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement or alleged untrue statement or omission or alleged omission made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the amended prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act or in the prospectus subject to completion and term sheet under Rule 434 of the Securities Act, which together meet the requirements of Section 10(a) of the Securities Act (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any such Holder or any such controlling person, if a copy of the Final Prospectus furnished by Hybridon to the Holder for delivery was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act and the Final Prospectus would have cured the defect giving rise to such loss, liability, claim or damage. (b) Each Holder will severally, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify Hybridon, each of its directors and officers and each other person who controls Hybridon within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened (subject to Subsection 7(c) below), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or offering circular, or any amendment or supplement thereof, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which they were made, and will reimburse Hybridon, such directors and officers and each other person controlling Hybridon for reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action as incurred, in each case to the extent, but only to the extent, that such untrue statement or omission or allegation thereof is made in reliance upon and in conformity with written information furnished to Hybridon by or on behalf of the Company by the Shareholder Group expressly Holder and stated to be specifically for use thereinin preparation of such registration statement, prospectus or offering circular; provided that the indemnity shall not apply to the extent that such claim, loss, damage or liability results from the fact that a current copy of the prospectus was not made available to the Holder and (ii) reimburse such current copy of the Company prospectus would have cured the defect giving rise to such loss, claim, damage or liability. Notwithstanding the foregoing, in no event shall a Holder be liable for any legal such claims, losses, damages or other out-of-pocket expenses reasonably incurred liabilities in excess of the proceeds received by such Holder in the Company offering, except in connection with investigating or defending any the event of fraud by such ClaimHolder. (c) Promptly Each party entitled to indemnification under this Section 7 of this Article II (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement such Indemnified Party has actual knowledge of any action or proceeding for claim as to which indemnification under Section 5.6(a) or Section 5.6(b) indemnity may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such noticesought, and in no event shall such omission relieve permit the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, Indemnifying Party to assume the defense thereofof any such claim or any litigation resulting therefrom, with provided that counsel reasonably satisfactory to such indemnified partyfor the Indemnifying Party, and, after notice from the indemnifying party to such indemnified party of its election so to assume who shall conduct the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does shall be approved by the Indemnified Party (whose approval shall not subject unreasonably be withheld), and the indemnified party Indemnified Party may participate in such defense at such Indemnified Party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless such failure is materially prejudicial to the Indemnifying Party in defending such claim or litigation. An Indemnifying Party shall not be liable for any material injunctive relief settlement of an action or other material equitable remedy and does claim effected without its written consent (which consent will not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified partybe unreasonably withheld). (d) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated provided for in this Section 7 of this Article II is held by Sections 5.6(a) or 5.6(b) hereof are a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or are insufficient to hold harmless an indemnified party in respect of any Claims expense referred to therein, then each the Indemnifying Party, in lieu of indemnifying party such Indemnified Party thereunder, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Claims loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of, of the indemnifying party, Indemnifying Party on the one hand, hand and of the indemnified party, Indemnified Party on the other handin connection with the statements or omissions which resulted in such loss, with respect to such offering of securitiesliability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of such indemnifying party the Indemnifying Party and indemnified party of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged the omission to state a material fact relates to information supplied by such indemnifying party the Indemnifying Party or by such indemnified party, the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each member of the Shareholder Group and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, Holder in any offering or sale of the Registrable Common Shares, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Common Shares, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and affiliates against any all losses, claims, damages or liabilitiesdamages, actions or proceedings (whether commenced or threatened) in respect thereof liabilities and expenses (including reasonable fees of counselattorneys’ fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, "CLAIMS"“Losses”) incurred by such party pursuant to which each such indemnified party may become subjectany actual or threatened action, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)suit, proceeding or actions or proceedings in respect thereof, arise investigation arising out of or are based upon an upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementin, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary or final prospectus contained therein, Prospectus or any amendment or supplement theretoto any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or any document incorporated by reference therein, or omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to state therein a material fact required such Holder furnished in writing to be stated therein the Company by such Holder or necessary to make the statements its counsel expressly for use therein, in light (B) the use of any Prospectus after such time as the obligation of the circumstances in Company to keep effective the Registration Statement of which they were made, not misleading, and such Prospectus forms a part has expired or (C) the use of any Prospectus after such time as the Company shallhas advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and it hereby agrees to, reimburse periodically Parent relating to action required of or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred inaction by them the Company in connection with investigating or defending any such Claims; PROVIDEDregistration. Notwithstanding the foregoing provisions of this Section 8(a), HOWEVER, that the Company shall not be liable to any such Person Holder or underwriter or to any other indemnified party under the indemnity agreement in this Section 8(a) for any such case to the extent Losses that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such registration statement, Holder or preliminary underwriter failed to send or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative deliver a copy of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, Prospectus with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) Holder or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof underwriter to the Shareholder Group Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such underwriter, and such prospectus corrected omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission made is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such registration statementHolder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Common Shares by such indemnified party. (b) The members In connection with any Registration Statement filed pursuant to this Agreement, each Holder of the Shareholder Group Registrable Common Shares to be covered thereby shall, and hereby agree, severally and not jointlyjointly with any other Holders, to (i) indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees and controlling Personseach Person, if any, who participates as an underwriter in any offering and sale of Registrable Common Shares and each underwriter, its partners, officers, directors, employees and controlling PersonsPerson, if any, in any offering who controls the Company or sale such underwriter within the meaning of Registrable SharesSection 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any Claims to which each such indemnified party may become subjectactual action, insofar as such Claims (including any amounts paid in settlement as provided herein)suit, proceeding or actions or proceedings in respect thereof, arise investigation arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in such registration statementin, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, in each case but only to the extent that any such untrue statement or alleged untrue statement or omission or alleged omission was is made in reliance upon on and in conformity with written information with respect to such Holder furnished in writing to the Company by the Shareholder Group expressly such Holder or its counsel specifically for use therein; provided, and (ii) reimburse however, that no Holder shall be required to indemnify the Company for or any legal or other out-of-pocket expenses reasonably incurred indemnified party under this Section 11(b) with respect to any amount in excess of the amount of the total net proceeds received by such Holder from sales of the Company in connection with investigating or defending any Registrable Common Shares of such ClaimHolder under such Registration Statement. (c) Promptly Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by an such indemnified party under Section 5.6(a) or Section 5.6(b) of any written notice of the commencement of any action action, suit, proceeding or proceeding investigation or threat thereof made in writing for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall notify such not affect the obligations of the indemnifying party in writing of pursuant to this Section 11 except to the commencement of such action or proceeding; but the omission so to notify extent the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect been actually and materially prejudiced as a result of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified partyfailure. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an the indemnifying party of the commencement thereof, such the indemnifying party shall be entitled to participate therein and, to the extent that it shall determinewish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVERunless in the reasonable judgment of any indemnified party, that based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) if more than one counsel for all Holders of Registrable Common Shares who are indemnified parties, selected by the indemnifying party fails Holders of a Majority of the Registrable Common Shares who are indemnified parties (which selection shall be reasonably satisfactory to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; Company), (ii) if such indemnified party who is a defendant more than one counsel for the underwriters in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; an Underwritten Offering or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties the Company, in each jurisdiction) and the case in connection with any one action or separate but similar or related actions. An indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party who is not entitled to, or elects not to, assume the defense of a claim, it will claim shall not be obligated to pay the fees and expenses of more than one counsel for each all parties indemnified by such indemnifying party with respect to such claim. The , unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party will not shall be subject obligated to any liability for any settlement made without its consentpay the fees and expenses of such additional counsel, which consent provided that the indemnifying party shall not be unreasonably withheld liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Common Shares who are indemnified parties, selected by the Holders of a Majority of the Registrable Common Shares who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or delayed(iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party party, in defense of any such action, suit, proceeding or investigation, shall, without except with the prior written consent of the each indemnified party, compromise consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 11. No indemnified party shall consent to entry of any judgment or enter entry into any settlement agreement with respect to any action or proceeding in respect without the consent of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified each indemnifying party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are from the indemnifying party provided for in this Section 11 is unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of to any Claims referred to thereinLosses, then each the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims Losses in such proportion as is appropriate to reflect the relative fault of, of the indemnifying partyparty and indemnified party in connection with the actions which resulted in such Losses, on as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the one hand, and amount of the indemnified party, on total net proceeds received by such Holder from sales of the other hand, with respect to such offering Registrable Common Shares of securitiesthe Holder under the applicable Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact fact, has been made by, or relates to information supplied by by, such indemnifying party or by such indemnified party, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d)action. The amount paid or payable by an indemnified a party as a result of the Claims Losses referred to above shall be deemed to include (include, subject to the limitations set forth in Section 5.6(c) hereof) 11(c), any legal or other fees or and expenses reasonably incurred by such indemnified party in connection with investigating any investigation or defending any such action, proceeding or claimproceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 11(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 11(d). If indemnification is available under this Section 11, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 11(a) or 11(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 11(d). (e) The provisions of this Section 11 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 11 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (aA) The Company shall, and it hereby agrees to, to indemnify and hold harmless the Dealer Manager, their respective affiliates, each member of the Shareholder Group Holder, each Participating Broker-Dealer and its respective directors, officers, employees each Person who participates as an underwriter (any such Person being an “Underwriter”) and controlling Personseach Person, if any, and each underwriterwho controls any Dealer Manager, its partnersHolder, directors, officers, employees and controlling Persons, if any, in any offering Participating Broker-Dealer or sale underwriter within the meaning of the Registrable SharesSecurities Act or the Exchange Act (collectively, the “Section 4 Persons”), against any losses, claims, damages damages, liabilities or liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including the reasonable cost of investigating and defending against any claims therefore and reasonable and documented counsel fees of counsel) (collectively, "CLAIMS") to which each such indemnified party may become subject, insofar incurred in connection therewith as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided hereinexpenses are incurred), joint or actions or proceedings in respect thereofseveral, arise out of or are which may be based upon an untrue statement either the Securities Act, or alleged untrue statement of a material fact contained in any registration statementthe Exchange Act, or any preliminary other statute or final prospectus contained thereinat common law, on the ground or alleged ground that (i) any Registration Statement (or any amendment or supplement thereto, ) pursuant to which Exchange Securities or any document incorporated by reference therein, Registrable Securities were registered under the Securities Act includes or arise out allegedly includes an untrue statement of material fact or are based upon any omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or (ii) any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus Prospectus included therein (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, ) includes or any document incorporated by reference therein, allegedly includes an untrue statement of material fact or arise out of or are based upon any omission or alleged omission omits to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the light of the circumstances under which they were made, in each case only to the extent that case, unless such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon upon, and in conformity with with, written information furnished to the Company by the Shareholder Group expressly any such Section 4 Person specifically for use therein, and (ii) reimburse in the preparation thereof; provided that in no case is the Company for to be liable with respect to any legal claims made against any Section 4 Person unless such Section 4 Person shall have notified the Company in writing within a reasonable time after the summons or other out-of-pocket expenses reasonably incurred first legal process giving information of the nature of the claim shall have been served upon such Section 4 Person, but failure to notify the Company of any such claim shall not relieve the Company from liability under this paragraph unless and to the extent the Company did not otherwise learn of such claim and such failure results in the forfeiture by the Company in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, substantial rights and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified partydefenses. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall The Company will be entitled to participate therein andat its own expense in the defense, to the extent that or, if it shall determine, jointly with any other indemnifying party similarly notifiedso elects, to assume the defense thereofof any suit brought to enforce any such liability, with but, if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it; provided, however, that such counsel shall be reasonably satisfactory to such indemnified party, and, after notice from Section 4 Persons. In the indemnifying party to such indemnified party of its election so event that the Company elects to assume the defense thereofof any such suit and retains such counsel, each Section 4 Person may retain additional counsel but shall bear the fees and expenses of such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that counsel unless (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently Company shall have specifically authorized the action retaining of such counsel or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if the parties to such indemnified party who is a defendant in any action or proceeding which is also brought against suit include the indemnifying party reasonably shall Section 4 Person and the Section 4 Persons and the Company have concluded been advised by such counsel that there may be one or more legal defenses may be available to such indemnified party it or them which are may not be available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, thenCompany, in any such case, which case the indemnified party Company shall have the right not be entitled to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claimsuch suit on behalf of such Section 4 Person, notwithstanding its obligation to bear the reasonable fees and expenses of such counsel, it will not being understood, however, that the Company shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be obligated to pay liable for the reasonable fees and expenses of more than one counsel separate firm of attorneys (and not more than one local counsel) at any time for each indemnified party with respect to all such claimSection 4 Persons, which firm shall be designated in writing by the Dealer Manager. The indemnifying party will Company shall not be subject liable to indemnify any liability Person for any settlement made of any such claim effected without its the Company’s prior written consent, which consent shall not be unreasonably withheld or delayedwithheld. No indemnifying party shallThe Company shall not, without the prior written consent of the indemnified partySection 4 Person, effect any settlement, compromise or consent to the entry of judgment in any judgment pending or enter into any settlement agreement with respect to any action threatened action, suit or proceeding in respect of which indemnification any Section 4 Person is or could have been a party and indemnity was or could have been sought under hereunder by such Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto)4 Person, unless such compromisesettlement, compromise or consent or settlement (x) includes an unconditional release of the indemnified party such Section 4 Person from all liability in respect on claims that are the subject matter of such claim action, suit or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, act by or on behalf of any Section 4 Person. This indemnity agreement will be in addition to any liability, which the indemnified partyCompany might otherwise have. (dB) The members Each Section 4 Person agrees severally and not jointly to indemnify and hold harmless the Company, each of the Shareholder Group Company’s directors, each of the Company’s officers who have signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, liabilities or expenses (including the reasonable cost of investigating and defending against any claims therefor and reasonable and documented counsel fees incurred in connection therewith as such expenses are incurred), joint or several, which may be based upon the Securities Act, or any other statute or at common law, on the ground or alleged ground that (i) any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the Securities Act includes or allegedly includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) any Prospectus included therein (or any amendment or supplement thereto) includes or allegedly includes an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made, but, in each case, only insofar as any such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company by such Section 4 Person specifically for use in the preparation thereof; provided that in no case is such Section 4 Person to be liable with respect to any claims made against the Company or any such director, officer or controlling person unless the Company or any such director, officer or controlling person shall have notified such Section 4 Person in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Company or any such director, officer or controlling person, but failure to notify such Section 4 Person of any such claim shall not relieve such Section 4 Person from liability under this paragraph unless and to the extent such Section 4 Person did not otherwise learn of such action and such failure results in the forfeiture by such Section 4 Person of substantial rights and defenses. Such Section 4 Person will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if such Section 4 Person elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that such Section 4 Person elects to assume the defense of any such suit and retain such counsel, the Company or such director, officer or controlling person, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) such Section 4 Person shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Company or any such director, officer or controlling person and such Section 4 Person and the Company agree or such director, officer or controlling person have been advised by such counsel that ifone or more legal defenses may be available to it or them which may not be available to such Section 4 Person, in which case such Section 4 Person shall not be entitled to assume the defense of such suit on behalf of the Company or such director, officer or controlling person, notwithstanding its obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that such Section 4 Person shall not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one a separate firm of attorneys (and not more than one local counsel) at any time for all of the Company and any such director, officer or controlling person, which firm shall be designated in writing by the Company. Such Section 4 Person shall not be liable to indemnify any person for any reasonsettlement of any such claim effected without such Section 4 Person’s prior written consent, which consent shall not be unreasonably withheld. This indemnity agreement will be in addition to any liability which such Section 4 Person might otherwise have. (C) If the indemnification provisions contemplated by Sections 5.6(a) provided for in this Section 4 is unavailable or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to thereinunder subsections (A) or (B) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims the losses, claims, damages or liabilities referred to in subsection (A) or (B) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Section 4 Persons on the other from the offering of the New Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault ofof the Company on the one hand and the Section 4 Person on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits of such indemnifying party and indemnified party shall be determined by reference to the indemnifying partyrelative benefits received by the Company from the initial offering and sale of the New Notes, on the one hand, and by a holder from receiving Registrable Securities or Exchange Securities registered under the indemnified partySecurities Act, on the other hand, with respect to such offering of securitiesother. The relative fault of such indemnifying party and indemnified party the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company or by such indemnified party, the Section 4 Persons and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue or alleged untrue statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims losses, claims, damages or liabilities referred to above in the first sentence of this subsection (C) shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (C). Notwithstanding the provisions of this Section 4(C), no Section 4 Person shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such actionSection 4 Person from the sale of any Registrable Securities (after deducting any fees, proceeding discounts and commissions applicable thereto) exceeds the amount of any damages which such Section 4 Person has otherwise been required to pay by reason of such untrue or claimalleged untrue statement or omission or alleged omission, and no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. The Section 4 Persons’ obligations in this subsection (C) to contribute are several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint.

Indemnification; Contribution. (a) The Company shallagrees to indemnify, and it hereby agrees to, indemnify defend and hold harmless the Bookrunner, each member of the Shareholder Group and its respective directorsHolder, officers, employees and controlling Personseach person (a “Controlling Person”), if any, who controls the Bookrunner or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each underwriter, its partnersthe respective officers, directors, officerspartners, employees employees, representatives and controlling Persons, if any, in any offering or sale agents of the Registrable SharesBookrunner, the Holders or any Controlling Person (each, an “Indemnified Party”), from and against any lossesloss, claimsdamage, damages expense, liability, claim or liabilities, any actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including the reasonable fees cost of counselinvestigation) (collectivelywhich such Indemnified Party may incur or become subject to under the Securities Act, "CLAIMS") to which each such indemnified party may become subjectthe Exchange Act or otherwise, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)loss, damage, expense, liability, claim or actions or proceedings in respect thereof, arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementShelf Registration Statement or Prospectus, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or including any document incorporated by reference therein, or arise in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or are is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements thereintherein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances in under which they such statements were made, not misleading, and the Company shallshall reimburse, and it hereby agrees toas incurred, reimburse periodically Parent or any such underwriter the Indemnified Parties for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claimsloss, damage, expense, liability, claim or action in respect thereof; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable required to provide any such Person indemnification pursuant to this Section 6(a) in any such case to the extent that insofar as any such Claims arise loss, damage, expense, liability, claim or action arises out of or are is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusomitted from, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing by or on behalf of the Bookrunner or a Holder to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use thereinin, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, any Shelf Registration Statement or any underwriter or representative of the Shareholder GroupProspectus; provided further, or the Shareholder Group's intended method of distributionhowever, that is the subject of the untrue statement or omission or if this indemnity agreement will be in addition to any liability which the Company shall sustain the burden of proving that the Shareholder Group or may otherwise have to such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementIndemnified Party. (b) The members of the Shareholder Group shall, and hereby agreeEach Holder, severally and not jointly, agrees to (i) indemnify indemnify, defend and hold harmless the Company, its directors, officers, employees employees, representatives and controlling Personsagents and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, if any, a “Company Indemnified Party”) from and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which such Company Indemnified Party may incur or become subject to which each such indemnified party may become subjectunder the Securities Act, the Exchange Act or otherwise, insofar as such Claims (including any amounts paid in settlement as provided herein)loss, damage, expense, liability, claim or actions or proceedings in respect thereof, arise action arises out of or are is based upon an (A) any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information (the “Holder Information”) furnished in writing by or on behalf of such registration statementHolder to the Company expressly for use in, any Shelf Registration Statement or Prospectus, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise arises out of or are is based upon any omission or alleged omission to state therein a material fact in connection with such Holder Information, which material fact was not contained in such Holder Information, and which material fact was either required to be stated therein in any Shelf Registration Statement or Prospectus or necessary to make the statements therein such Holder Information not misleading, (B) a sale, by such Holder pursuant to a Shelf Registration Statement in each case only or with respect to which such Holder is named as a selling securityholder, of Registrable Securities during a Suspension Period, provided that the Company shall have theretofore provided such Holder a Suspension Notice in accordance with Section 3(k), or (C) a public sale of Registrable Securities by such Holder without delivery, if required by the Securities Act, of the most recent applicable Prospectus provided to such Holder by the Company pursuant to Section 3(i) or Section 2(d)(i)(C), provided the Company shall have theretofore made available to or provided such Holder copies of such Prospectus in a timely manner so as to permit such delivery; and, subject to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made limitation set forth in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group expressly for use thereinimmediately preceding clause, and (ii) reimburse each Holder shall reimburse, as incurred, the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, damage, expense, liability, claim or action in respect thereof. This indemnity agreement will be in addition to any liability which such ClaimHolder may otherwise have to the Company or any of its controlling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale, pursuant to the Shelf Registration Statement, of the Registrable Securities giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under If any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of which indemnity may be sought pursuant to either Section 5.6(a6(a) or Section 5.6(b6(b), such person (the “Indemnified Party”) of written notice of shall promptly notify the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) person against whom such indemnity may be requested, such indemnified party shall notify such indemnifying party sought (the “Indemnifying Party”) in writing of the commencement institution of such action or proceedingProceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission to so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability which it may have to such Indemnified Party or otherwise. Such Indemnified Party shall have the right to employ its own counsel in any indemnified party in respect such case, but the fees and expenses of such action or proceeding hereunder counsel shall be at the expense of such Indemnified Party unless the indemnifying party was materially prejudiced employment of such counsel shall have been authorized in writing by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably Indemnified Party shall have reasonably concluded upon the written advice of counsel that there may be one or more legal defenses available to such indemnified party which it that are not different from, additional to or in conflict with those available to the indemnifying party; or such Indemnifying Party (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any which case such case, the indemnified party Indemnifying Party shall not have the right to assume or continue its own direct that portion of the defense of such Proceeding on behalf of the Indemnified Party, but such Indemnifying Party may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Indemnifying Party), in any of which events such reasonable fees and expenses shall be borne by such Indemnifying Party and paid as set forth above incurred (but with no it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one firm separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the Indemnified Parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse such Indemnified Party for fees and expenses of counsel for all indemnified parties in each jurisdiction) and as contemplated by the indemnifying party second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any expenses therefor settlement of any Proceeding effected without its written consent if (including, without limitation, any i) such reasonable counsel's fees). If the indemnifying party settlement is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of entered into more than one counsel for each indemnified party with respect to sixty (60) Business Days after receipt by such claim. The indemnifying party will not be subject to any liability for any settlement made without its consentIndemnifying Party of the aforesaid request, which consent (ii) such Indemnifying Party shall not be unreasonably withheld or delayedhave fully reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement and (iii) such Indemnified Party shall have given such Indemnifying Party at least thirty (30) days’ prior notice of its intention to settle. No indemnifying party Indemnifying Party shall, without the prior written consent of the indemnified partyany Indemnified Party, compromise or consent to entry effect any settlement of any judgment pending or enter into any settlement agreement with respect to any action or proceeding threatened Proceeding in respect of which indemnification such Indemnified Party is or could have been a party and indemnity could have been sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto)hereunder by such Indemnified Party, unless such compromise, consent or settlement includes an unconditional release of the indemnified party such Indemnified Party from all liability in respect on claims that are the subject matter of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy Proceeding and does not include a statement or an admission of fault, fault or culpability or a failure to act, act by or on behalf of the indemnified partysuch Indemnified Party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by Sections 5.6(aprovided for in this Section 6 is unavailable to an Indemnified Party under Section 6(a) or 5.6(b) hereof are unavailable to Section 6(b), or are insufficient to hold harmless an indemnified party such Indemnified Party harmless, in respect of any Claims losses, damages, expenses, liabilities, claims or actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Claims losses, damages, expenses, liabilities, claims or actions (i) in such proportion as is appropriate to reflect the relative fault of, benefits received by the indemnifying partyCompany, on the one hand, and by the indemnified partyHolders or the Bookrunner, on the other hand, with respect to such from the offering of securitiesthe Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and of the Holders or the Bookrunner, on the other hand, in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities, claims or actions, as well as any other relevant equitable considerations. The relative fault of such indemnifying party the Company, on the one hand, and indemnified party of the Holders or the Bookrunner, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company or by such indemnified party, the Holders or the Bookrunner and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faultsconnection with investigating or defending any Proceeding. (e) The Company, but also the relative benefits of the indemnifying party Holders and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Bookrunner agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.6(d) 6 were to be determined by pro rata allocation or by any other method of allocation which does not take into account of the equitable considerations referred to in Section 6(d) above. Notwithstanding the preceding sentences provisions of this Section 5.6(d). The 6, no Holder shall be required to contribute any amount paid or payable by an indemnified party as a result in excess of the Claims referred amount by which the total price at which the Registrable Securities giving rise to above shall be deemed to include (subject such contribution obligation and sold by such Holder were offered to the limitations set forth in Section 5.6(c) hereof) public exceeds the amount of any legal damages which it has otherwise been required to pay by reason of such untrue or other fees alleged untrue statement or expenses reasonably incurred by such indemnified party in connection with investigating omission or defending any such action, proceeding or claimalleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or the Bookrunner or any person controlling any Holder or the Bookrunner, or the Company, or the Company’s officers or directors or any person controlling the Company and (iii) the sale of any Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company AT&T shall, and it hereby agrees to, indemnify and hold harmless each member of the Shareholder Group Holders, the Investment Manager (in its individual capacity and its to the extent the Trust is a Holder that has Registrable Securities included in any registration statement) and their respective directors, officers, employees and controlling Persons, if any, and each underwriter, underwriter and its partners, directors, officers, employees and controlling Persons, if anyany (collectively, the “Holder Indemnified Parties”), in any offering or sale of the Registrable Shares, against any losses, claims, damages or liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "CLAIMS"“Claims”) to which each such indemnified party Holder Indemnified Party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company AT&T as provided herein), or actions or proceedings in respect thereof, (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (ii) arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company AT&T shall, and it hereby agrees to, reimburse periodically Parent the Holders, the Investment Manager or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such ClaimsClaims for themselves or their respective controlling Persons; PROVIDEDprovided, HOWEVERhowever, that the Company AT&T shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company AT&T by the Shareholder Group Holders, the Investment Manager or any underwriter underwriter, or any representative of the Shareholder Group thereof, expressly for use therein, or by the Shareholder Group's a Holder’s failure to furnish the CompanyAT&T, upon request, with the information with respect to the Shareholder Groupsuch Holder, or any underwriter or representative Representative of the Shareholder GroupHolders, or the Shareholder Group's such Holder’s intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementomission. (b) The members of Holders and the Shareholder Group Investment Manager (in its individual capacity and to the extent the Trust is a Holder that has Registrable Securities included in any registration statement) each shall, and hereby agreeagrees to, severally and not jointly, to (i) indemnify and hold harmless the CompanyAT&T, its directors, officers, employees its officers who sign the relevant registration statement and its controlling Persons, if any (collectively, the “Company Indemnified Parties”), if any, and each underwriter, underwriter and its partners, officers, directors, employees and controlling Persons, if anyany (collectively, “Underwriter Indemnified Parties”), in any offering or sale of Registrable Shares, Shares against any Claims to which each such indemnified party Company Indemnified Party or Underwriter Indemnified Party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (ii) arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case (i) and (ii) only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to AT&T by such Holder or (if applicable) the Company by Investment Manager, as the Shareholder Group case may be, or any representative thereof, expressly for use therein, and (ii) reimburse the Company AT&T for any reasonable legal or other out-of-pocket expenses reasonably incurred by the Company AT&T in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of The Holders, the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party Investment Manager (in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, its individual capacity and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who Trust is a defendant Holder that has Registrable Securities included in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdictionregistration statement) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company AT&T agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(aSection 4.6(a) or 5.6(b4.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party Indemnified Party in respect of any Claims referred to therein, then each indemnifying party Indemnifying Party shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, of the indemnifying partyIndemnifying Party, on the one hand, and the indemnified partyIndemnified Party, on the other hand, with respect to such the applicable offering of securities. The relative fault of such indemnifying party Indemnifying Party and indemnified party Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party Indemnifying Party or by such indemnified partyIndemnified Party, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding first sentence of this Section 4.6(c) is not permitted by applicable law, then each indemnifying party Indemnifying Party shall contribute to the amount paid or payable by such indemnified party Indemnified Party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of to the indemnifying party Indemnifying Party and the indemnified partyIndemnified Party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d4.6(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d4.6(c). The amount paid or payable by an indemnified party Indemnified Party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof4.7) any legal or other fees or expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The Indemnification by the Company. In connection with any ------------------------------ Registration Statement, the Company shallshall indemnify, to the full extent permitted by law, each Holder and it hereby agrees to, indemnify and hold harmless each member of the Shareholder Group and its respective directors, officers, employees and controlling Persons, if any, and each underwriterOther Approved Holder, its partnersofficers, directors, officersemployees, employees general partners, limited partners, representatives and controlling Personsagents, if anyeach Person who controls such Holder and Other Approved Holder, in any offering or sale (within the meaning of the Registrable SharesSecurities Act) and any investment adviser thereof or agent therefor, against any all losses, claims, damages or liabilitiesdamages, actions or proceedings (whether commenced or threatened) in respect thereof liabilities and expenses (including reasonable costs of investigation and legal fees of counseland expenses) (collectively, "CLAIMS") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, any related Prospectus or any preliminary or final prospectus contained thereinprospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, except in each case insofar, but only to insofar, as the extent that such same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission was to state a material fact in such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group such Holder and Other Approved Holder, expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company . This indemnity is in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject addition to any liability for that the Company may otherwise have. The Company shall also indemnify any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent underwriters of the indemnified partyRegistrable Securities and Common Stock, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding selling brokers, dealer managers and similar securities industries professionals participating in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto)distribution and their officers, unless directors, employees, general partners, limited partners, representatives and agents, and each Person who controls such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief underwriters or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation Persons (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty the same extent as provided above with respect to the indemnification of such fraudulent misrepresentationHolders and Other Approved Holders and other specified Persons.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each member of the Shareholder Group and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Registrable Shares, against any losses, claims, damages or liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "CLAIMSClaims") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDEDprovided, HOWEVERhowever, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive injunc- tive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The Company Issuer of the securities to be registered in the relevant registration shall, and it hereby agrees to, indemnify and hold harmless each member of the Shareholder Group DoCoMo and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Registrable SharesSecurities, against any losses, claims, damages or liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "CLAIMS") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company Issuer as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company Issuer shall, and it hereby agrees to, reimburse periodically Parent DoCoMo or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company Issuer shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, (i) in reliance upon and in conformity with information furnished to the Company Issuer by the Shareholder Group DoCoMo or any underwriter or representative of the Shareholder Group DoCoMo expressly for use therein, or by the Shareholder GroupDoCoMo's failure to furnish the CompanyIssuer, upon request, with the information with respect to the Shareholder GroupDoCoMo, or any underwriter or representative of the Shareholder GroupDoCoMo, or the Shareholder GroupDoCoMo's intended method of distribution, that is the subject of the untrue statement or omission or (ii) if the Company Issuer shall sustain the burden of proving that the Shareholder Group DoCoMo or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company Issuer had previously furnished copies thereof to the Shareholder Group DoCoMo or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group DoCoMo shall, and hereby agree, severally and not jointly, agrees to (i) indemnify and hold harmless AT&T, with respect to the Companyregistration of Current Wireless Tracking Stock, or AT&T Wireless, with respect to the registration of AT&T Wireless Common Stock, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable SharesSecurities, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of DoCoMo as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to AT&T or AT&T Wireless, as the Company case may be, by the Shareholder Group DoCoMo expressly for use therein, and (ii) periodically reimburse AT&T or AT&T Wireless, as the Company case may be, for any legal or other out-of-pocket expenses reasonably incurred by AT&T or AT&T Wireless, as the Company case may be, in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a7.6(a) or Section 5.6(b7.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a7.6(a) or Section 5.6(b7.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which that is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which that are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel (and one local counsel per jurisdiction) for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a7.6(a) or Section 5.6(b7.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group DoCoMo, AT&T and the Company AT&T Wireless agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a7.6(a) or 5.6(b7.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d7.6(d) were to be determined by pro rata allocation or by any other method of allocation which that does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d7.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c7.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities ActAct or any successor provision thereof) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, will indemnify and hold harmless each member of the Shareholder Group and its respective directors, officers, employees and controlling Persons, if any, holder and each underwriteraffiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, its partners, directors, officers, employees and controlling Persons, if any, in or under any offering Blue Sky Law or sale of the Registrable Shares, regulation against any losses, claims, damages damages, or liabilities, actions joint or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectivelyseveral, "CLAIMS") to which each such indemnified party holder may become subjectsubject under the Act or otherwise, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, claims, damages, or liabilities (or actions or proceedings in respect thereof, ) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, or any preliminary or final prospectus contained thereinprospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, will reimburse each such holder and it hereby agrees to, reimburse periodically Parent or any such underwriter affiliate for any legal or other out-of-pocket expenses reasonably incurred by them such holder in connection with investigating or defending any such Claimsaction or claim regardless of the negligence of any such holder or affiliate; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage, or liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such any preliminary prospectus, registration statement, statement or preliminary or final prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group such holder expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members Each holder of the Shareholder Group shall, and hereby agree, severally and not jointly, Common Stock registered pursuant to (i) this Agreement will indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, Company against any Claims losses, claims, damages, or liabilities to which each such indemnified party the Company may become subject, under the Act or otherwise, insofar as such Claims (including any amounts paid in settlement as provided herein)losses, claims, damages, or liabilities (or actions or proceedings in respect thereof, ) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary prospectus, registration statement or final prospectus contained thereinprospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group such holder expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(aSections 8(a) or Section 5.6(b(b) of written notice above of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requestedaction, such indemnified party shall shall, if a claim in respect thereof is to be made against the indemnifying party under either such subsection, notify such the indemnifying party in writing of the commencement of such action or proceedingthereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which that it may otherwise have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an the indemnifying party of the commencement thereof, such thereof the indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory thereof by notice in writing to such the indemnified party, and, after . After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such the indemnifying party shall not be liable to such indemnified party under either of such subsections for any legal expenses of other counsel or any other expenses expense, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation; PROVIDEDinvestigation incurred prior to the assumption by the indemnifying party, HOWEVERunless such expenses have been specifically authorized in writing by the indemnifying party, that (i) if the indemnifying party fails has failed to take reasonable steps necessary assume the defense and employ counsel, or the named parties to defend diligently any such action include both the action or proceeding within 20 days after receiving notice from indemnified party and the indemnifying party, as appropriate, and such indemnified party has been advised by counsel that the indemnified party believes it has failed to do so; (ii) if representation of such indemnified party who is a defendant in any action or proceeding which is also brought against and the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise would be inappropriate under applicable standards of professional conduct, thendue to actual or potential differing interests between them, in any such case, each of which cases the fees of counsel for the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and will be paid by the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by Sections 5.6(a) provided for in this Section 8 is unavailable or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any Claims losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault ofbenefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party, on party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the one hand, relative fault of the Company and the indemnified partyholders in connection with the statement or omissions that resulted in such losses, on the claims, damages, or liabilities (or actions in respect thereof), as well as any other hand, with respect to such offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company or by such indemnified party, the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto holders agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.6(d8(d) were to be determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation which that does not take into account the equitable considerations referred to above in the preceding sentences of this Section 5.6(dsubsection (e). The Except as provided in Section 8(c), the amount paid or payable by an indemnified party as a result of the Claims losses, claims, damages, or liabilities (or actions in respect thereof) referred to above in this Section 8(d) shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating investigation or defending any such action, proceeding action or claim. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation.. Notwithstanding any provision in this Section

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each member of the Shareholder Group Participating Investor and its respective officers, directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Registrable Shares, against any losses, claims, damages or liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "CLAIMS") liabilities to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided in this Agreement (collectively, CLAIMS), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them it in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group or on behalf of any Participating Investor or any underwriter or representative of the Shareholder Group expressly for use therein; and PROVIDED, FURTHER, that the Company will not be liable to any Person who participates as an underwriter in the offering or by the Shareholder Group's failure to furnish the Companysale of Registrable Securities or any other Person, upon requestif any, with the information who controls such underwriter with respect to the Shareholder Groupany preliminary or final prospectus contained therein, or any amendment or supplement thereto, to the extent that any Claim of such underwriter or representative of controlling Person results from the Shareholder Group, or the Shareholder Group's intended method of distribution, fact that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities Registrable Securities to a Person to whom there was not sent or given (to the Person alleging such Claims without sending or givingextent legally required), at or prior to the written confirmation of such sale, a copy of the applicable final prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, final prospectus as then amended or supplemented (excluding any documents incorporated by reference therein)supplemented, whichever is most recent, if the Company had has previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group Each Participating Investor shall, and hereby agree, severally and not jointly, agrees to (i1) indemnify and hold harmless each of the Company, its each other Participating Investor and their respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group or on behalf of such Participating Investor expressly for use therein, and (ii2) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(aSECTION 6.5(A) or Section 5.6(bSECTION 6.5(B) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(aSECTION 6.5(A) or Section 5.6(bSECTION 6.5(B) may be requested, such indemnified party shall notify such the indemnifying party in writing of the commencement of such action or proceeding; , but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, . If there exists or is reasonably likely to exist a conflict of interest that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes would make it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, conduct in any such case, the reasonable judgment of the indemnified party shall have for the right same counsel to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all represent both the indemnified parties in each jurisdiction) party and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If or if the indemnifying party is not entitled to, or elects not to, to assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claimclaim in each jurisdiction for which the indemnified party reasonably determines counsel is necessary. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayedwithheld. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(aSECTION 6.5(A) or Section 5.6(bSECTION 6.5(B) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, litigation and does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyremedy. (d) The members of the Shareholder Group Each Participating Investor and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(aSECTIONS 6.5(A) or 5.6(bSECTION 6.5(B) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to thereintherein (other than as a result of the provisos thereto), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, of and benefits derived by the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference toas well as other equitable considerations, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the if that allocation in the second preceding sentence is not permitted by under applicable law, law then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of received by the indemnifying party Company and the indemnified party, as well as any other relevant equitable considerationsParticipating Investors. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) contribution were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d)paragraph. The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereofSECTION 6.5(C)) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, indemnify and hold harmless each member of the Shareholder Group Participating Investor and its respective directorspartners, members, officers, directors, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Registrable Common Shares, against any losses, claims, damages or liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "CLAIMS") liabilities to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, claims, damages or liabilities, or actions or proceedings in respect thereof, including any amounts paid in settlement as provided herein (collectively, "CLAIMS"), arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent each Participating Investor or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them it in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder Group such Participating Investor or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group Each Participating Investor shall, and hereby agree, severally and not jointly, agrees to (i1) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Common Shares, against any Claims to which each such indemnified in- -26- demnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group such Participating Investor expressly for use therein, and (ii2) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a4.7(a) or Section 5.6(b4.7(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a4.7(a) or Section 5.6(b4.7(b) may be requested, such indemnified party shall notify such the indemnifying party in writing of the commencement of such action or proceeding; , but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a4.7(a) or Section 5.6(b4.7(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, litigation and does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyremedy. (d) The members of the Shareholder Group Each Participating Investor and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a4.7(a) or 5.6(b4.7(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to thereintherein (other than as a result of the provisos thereto), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, of and benefits derived by the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c4.7(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The Company Issuer of the securities to be registered in the relevant registration shall, and it hereby agrees to, indemnify and hold harmless each member of the Shareholder Group DoCoMo and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Registrable SharesSecurities, against any losses, claims, damages or liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "CLAIMSClaims") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company Issuer as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company Issuer shall, and it hereby agrees to, reimburse periodically Parent DoCoMo or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDEDprovided, HOWEVERhowever, that the Company Issuer shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, (i) in reliance upon and in conformity with information furnished to the Company Issuer by the Shareholder Group DoCoMo or any underwriter or representative of the Shareholder Group DoCoMo expressly for use therein, or by the Shareholder GroupDoCoMo's failure to furnish the CompanyIssuer, upon request, with the information with respect to the Shareholder GroupDoCoMo, or any underwriter or representative of the Shareholder GroupDoCoMo, or the Shareholder GroupDoCoMo's intended method of distribution, that is the subject of the untrue statement or omission or (ii) if the Company Issuer shall sustain the burden of proving that the Shareholder Group DoCoMo or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company Issuer had previously furnished copies thereof to the Shareholder Group DoCoMo or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group DoCoMo shall, and hereby agree, severally and not jointly, agrees to (i) indemnify and hold harmless AT&T, with respect to the Companyregistration of Current Wireless Tracking Stock, or AT&T Wireless, with respect to the registration of AT&T Wireless Common Stock, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable SharesSecurities, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of DoCoMo as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to AT&T or AT&T Wireless, as the Company case may be, by the Shareholder Group DoCoMo expressly for use therein, and (ii) periodically reimburse AT&T or AT&T Wireless, as the Company case may be, for any legal or other out-of-pocket expenses reasonably incurred by AT&T or AT&T Wireless, as the Company case may be, in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a7.6(a) or Section 5.6(b7.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a7.6(a) or Section 5.6(b7.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDEDprovided, HOWEVERhowever, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which that is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which that are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel (and one local counsel per jurisdiction) for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a7.6(a) or Section 5.6(b7.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group DoCoMo, AT&T and the Company AT&T Wireless agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a7.6(a) or 5.6(b7.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d7.6(d) were to be determined by pro rata allocation or by any other method of allocation which that does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d7.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c7.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities ActAct or any successor provision thereof) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, will indemnify and hold harmless each member of the Shareholder Group Participating Purchaser, the Accounts and its their affiliates and all of their respective directors, officers, employees and controlling Personsmembers, if anypartners, employees, fiduciaries, agents and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale other person who controls such persons within the meaning of the Registrable SharesSecurities Act or the Exchange Act (collectively, the "Indemnified Parties") against any losses, claims, damages or liabilities, actions joint or proceedings (whether commenced or threatened) in respect thereof and expenses several (including without limitation reasonable attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing, compromising or defending against any Third Party Claim, and any and all amounts paid in settlement of counselany Third Party Claim), to which such Indemnified Party may become subject as a result of a Third Party Claim against such Indemnified Party, under the Securities Act or otherwise, including without limitation as such losses, claims, damages or liabilities as may arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Third Party Claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Participating Purchaser expressly for use therein (including without limitation the matters identified in Section 3(c)(xi) (collectively"Participating Purchaser Information"). (b) The Participating Purchaser will indemnify and hold harmless the Company, "CLAIMS") its affiliates, and their respective directors, officers, members, partners, employees, fiduciaries, agents and each other person who controls such persons within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities (including without limitation reasonable attorneys' fees and any and all expenses), to which each such indemnified party the Company may become subject, under the Act or otherwise, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, claims, damages or actions or proceedings in respect thereof, liabilities arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementPreliminary Prospectus, the Registration Statement or any preliminary or final prospectus contained thereinthe Prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group expressly for use therein, Participating Purchaser Information and (ii) will reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claimaction or claim as such expenses are incurred. (c) Promptly after receipt by an indemnified party under Section 5.6(aparagraph (a) or Section 5.6(b(b) above of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requestedaction, such indemnified party shall shall, if a claim in respect thereof is to be made against the indemnifying party under such paragraph, notify such the indemnifying party in writing of the commencement of such action or proceedingthereof; but provided, that the omission so to notify the indemnifying party shall not relieve it from any liability that it may have under paragraph (a) or (b) except to the extent it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure and, provided further, that the failure to notify the indemnifying person shall not relieve it from any liability which it may have to any indemnified party in respect of otherwise than under such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified partyparagraph. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an the indemnifying party of the commencement thereof, such the indemnifying party shall be entitled to participate therein and, to the extent that it shall determinewish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such the indemnifying party shall not be liable to such indemnified party under such paragraph for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment or enter into any settlement agreement with respect to to, any pending or threatened action or proceeding claim in respect of which indemnification is or contribution may be sought under Section 5.6(a) or Section 5.6(b) hereunder (whether or not the indemnified party is an actual or potential party thereto), to such action or claim) unless such compromisesettlement, consent compromise or settlement judgment (i) includes an unconditional release of the indemnified party from all liability in respect arising out of such action or claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the any indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are provided for in this Section 6 is unavailable to or are insufficient to hold harmless an indemnified party under paragraph (a) or (b) above in respect of any Claims losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of, benefits received by the indemnifying party, Company on the one hand, hand and the indemnified party, Participating Purchaser on the other handfrom the offering of the Rights and Subscription Shares. If, with respect however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under paragraph (c) above, then each indemnifying party shall contribute to such offering amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of securitiesthe Company on the one hand and the Participating Purchaser on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Participating Purchaser on the other shall be deemed to be in the same proportion as the total net proceeds from the Rights Offering (before deducting expenses) received by the Company bear to the Commitment Fee received by the Participating Purchaser. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company on the one hand or by such indemnified party, the Participating Purchaser on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Participating Purchaser agree that it would not be just and equitable if contributions pursuant to this Section 5.6(dparagraph (d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account of the equitable considerations referred to above in the preceding sentences of this Section 5.6(dparagraph (d). The amount paid or payable by an indemnified party as a result of the Claims losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this paragraph (d) shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding action or claim. Notwithstanding the provisions of this paragraph (d), the Participating Purchaser shall not be required to contribute any amount in excess of the amount by which the total price at which the Commitment Securities purchased by it exceed the amount of any damages which such Participating Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. (e) The obligations of the Company under this Section 6 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls such Participating Purchaser within the meaning of the Securities Act or Exchange Act; and the obligations of the Participating Purchaser under this Section 6 shall be in addition to any liability which the Participating Purchaser may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Securities Act or Exchange Act.

Indemnification; Contribution. (a) The Company shall, Agilent and it hereby agrees to, World Trade jointly and severally agree to indemnify and hold harmless each member of the Shareholder Group Xxxxxxx Xxxxx and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partnersaffiliates, directors, officers, employees employees, agents and controlling Persons, if any, in any offering or sale of the Registrable Shares, persons (Xxxxxxx Xxxxx and each such other person being an “Indemnified Party”) from and against any and all losses, claims, damages or and liabilities, actions joint or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectivelyseveral, "CLAIMS") to which each such indemnified party may become subject, insofar as such Claims (including Indemnified Party becomes subject under any amounts paid in settlement effected with the consent of the Company as provided herein)applicable law, or actions otherwise related to or proceedings in respect thereof, arise arising out of or are based upon an in connection with (a) any transaction contemplated by this Agreement, and (b) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, information (whether oral or written) or documents furnished or made available by World Trade or Agilent or any preliminary of their affiliates in connection with any transaction contemplated pursuant to this Agreement or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light of the circumstances in under which they were made; provided, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVERhowever, that neither Agilent nor World Trade shall be liable, in the Company shall not be liable to any such Person in any such case of this clause (b), to the extent that any such Claims losses, claims, damages or liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected on such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information relating to Xxxxxxx Xxxxx (or the relevant affiliate thereof) furnished to the Company Agilent or World Trade by the Shareholder Group Xxxxxxx Xxxxx expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in . In no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action Agilent or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall World Trade be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject (in addition to any liability local counsel) separate from their own counsel for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party Indemnified Parties in connection with investigating any one action or defending any such action, proceeding separate but similar or claim. No Person guilty of fraudulent misrepresentation (within related actions in the meaning of Section 11(f) same jurisdiction arising out of the Securities Act) shall be entitled same general allegations or circumstances. Agilent and World Trade jointly and severally agree to contribution from promptly reimburse any Person who was not guilty of such fraudulent misrepresentation.Indemnified Party for all expenses (including reasonable counsel fees and

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, will indemnify and hold harmless each member of the Shareholder Group and its respective directors, officers, employees and controlling Persons, if any, holder and each underwriteraffiliate thereof of Common Stock registered pursuant to this Agreement with the Commission, its partners, directors, officers, employees and controlling Persons, if any, in or under any offering Blue Sky Law or sale of the Registrable Shares, regulation against any losses, claims, damages damages, or liabilities, actions joint or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectivelyseveral, "CLAIMS") to which each such indemnified party holder may become subjectsubject under the Act or otherwise, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, claims, damages, or liabilities (or actions or proceedings in respect thereof, ) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, registration statement, or any preliminary or final prospectus contained thereinprospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and the Company shall, will reimburse each such holder and it hereby agrees to, reimburse periodically Parent or any such underwriter affiliate for any legal or other out-of-pocket expenses reasonably incurred by them such holder in connection with investigating or defending any such Claimsaction or claim regardless of the negligence of any such holder or affiliate; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise loss, claim, damage, or liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such any preliminary prospectus, registration statement, statement or preliminary or final prospectus, or any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group such holder expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members Each holder of the Shareholder Group shall, and hereby agree, severally and not jointly, Common Stock registered pursuant to (i) this Agreement will indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, Company against any Claims losses, claims, damages, or liabilities to which each such indemnified party the Company may become subject, under the Act or otherwise, insofar as such Claims (including any amounts paid in settlement as provided herein)losses, claims, damages, or liabilities (or actions or proceedings in respect thereof, ) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary prospectus, registration statement or final prospectus contained thereinprospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus, registration statement or prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Shareholder Group such holder expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(aSections 8(a) or Section 5.6(b(b) of written notice above of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requestedaction, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party shall, if a claim in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party thereof is to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.be (d) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by Sections 5.6(a) provided for in this Section 8 is unavailable or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any Claims losses, claims, damages, or liabilities (or action in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault ofbenefits received by the Company and the holder or holders from this Agreement and from the offering of the shares of Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party, on party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the one hand, relative fault of the Company and the indemnified partyholders in connection with the statement or omissions that resulted in such losses, on the claims, damages, or liabilities (or actions in respect thereof), as well as any other hand, with respect to such offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company or by such indemnified party, the holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto holders agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.6(d8(d) were to be determined by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation which that does not take into account the equitable considerations referred to above in the preceding sentences of this Section 5.6(dsubsection (e). The Except as provided in Section 8(c), the amount paid or payable by an indemnified party as a result of the Claims losses, claims, damages, or liabilities (or actions in respect thereof) referred to above in this Section 8(d) shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating investigation or defending any such action, proceeding action or claim. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding any provision in this Section 8(d) to the contrary, no holder shall be liable for any amount, in the (e) The obligations of the Company under this Section 8 shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any holder of Warrants within the meaning of the Act. The obligations of the holders of Common Stock under this Section 8 shall be in addition to any liability that such holders may otherwise have and shall extend, upon the same terms and conditions to each person, if any, who controls the Company within the meaning of the Act.

Indemnification; Contribution. (a) The Company shallagrees to indemnify, and it hereby agrees to, indemnify defend and hold harmless each member of the Shareholder Group and its respective directorsInitial Purchaser, officerseach Holder, employees and controlling Personseach person (a “Controlling Person”), if any, who controls any Initial Purchaser or Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each underwriter, its partnersthe respective officers, directors, officerspartners, employees employees, representatives and controlling Personsagents of any Initial Purchaser, if anythe Holders or any Controlling Person, in any offering or sale of the Registrable Shares, from and against any lossesloss, claimsdamage, damages expense, liability, claim or liabilities, any actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including the reasonable fees cost of counselinvestigation) (collectively, "CLAIMS") to which each such indemnified party may incur or become subjectsubject to under the Securities Act, the Exchange Act or otherwise, as incurred, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)loss, damage, expense, liability, claim or actions or proceedings in respect thereof, arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementShelf Registration Statement or Prospectus, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or including any document incorporated by reference therein, or arise in any amendment or supplement thereto or in any preliminary prospectus, or arises out of or are is based upon any omission or alleged omission to state therein a material fact required to be stated therein in any Shelf Registration Statement or in any amendment or supplement thereto or necessary to make the statements thereintherein not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, in the light of the circumstances under which such statements were made, not misleading, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements made in any Issuer Free Writing Prospectus or in any amendment or supplement thereto, in the light of the circumstances under which they such statements were made, not misleading, and the Company shallshall reimburse, and it hereby agrees toas incurred, reimburse periodically Parent or any such underwriter the indemnified parties for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claimsloss, damage, expense, liability, claim or action in respect thereof; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable required to provide any such Person indemnification pursuant to this Section 6(a) in any such case to the extent that insofar as any such Claims arise loss, damage, expense, liability, claim or action arises out of or are is based upon an any untrue statement or omission or alleged untrue statement or omission or alleged omission made in such registration statementof a material fact contained in, or preliminary or final prospectusomitted from, or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing by or on behalf of the Initial Purchasers or a Holder to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use thereinin, any Shelf Registration Statement or by the Shareholder Group's failure to furnish the Companyany Prospectus or any Issuer Free Writing Prospectus; provided further that, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, damages, expenses, liabilities, claims or actions purchased the Registrable Securities concerned, to the extent that a prospectus relating to such Registrable Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, damage, expenses, liability, claim or action of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, at or prior to the written confirmation of the sale of such Registrable Securities to such person, a copy of the final prospectus provided the Company shall sustain the burden had previously furnished sufficient copies of proving that the Shareholder Group such final prospectus to such Holder in a timely manner as to reasonably permit such Holder to send or give a copy of such underwriter sold securities final prospectus to the Person alleging such Claims without sending or giving, person at or prior to the written confirmation of such sale; provided further, a copy of the applicable prospectus (excluding however, that this indemnity agreement will be in addition to any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if liability which the Company had previously furnished copies thereof may otherwise have to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementindemnified party. (b) The members of the Shareholder Group shall, and hereby agreeEach Holder, severally and not jointly, agrees to (i) indemnify indemnify, defend and hold harmless the Company, Company and its directors, officers, employees and controlling Persons, if any, any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to loss, damage, expense, liability, claim or any actions in respect thereof (including the reasonable cost of investigation) which each such indemnified party may incur or become subjectsubject to under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (including any amounts paid in settlement as provided herein)loss, damage, expense, liability, claim or actions or proceedings in respect thereof, arise action arises out of or are is based upon an any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information (the “Holder Information”) furnished in writing by or on behalf of such registration statementHolder to the Company expressly for use in, any Shelf Registration Statement or Prospectus or Issuer Free Writing Prospectus, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise arises out of or are is based upon any omission or alleged omission to state therein a material fact in connection with such Holder Information required to be stated therein in any Shelf Registration Statement or Prospectus or Issuer Free Writing Prospectus or necessary to make the statements therein such Holder Information not misleading; and, in each case only subject to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made limitation set forth in reliance upon and in conformity with written information furnished to the Company by immediately preceding clause, each Holder shall reimburse, as incurred, the Shareholder Group expressly for use thereinCompany, and (ii) reimburse the Company as applicable, for any legal or other out-of-pocket expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, damage, expense, liability, claim or action in respect thereof. This indemnity agreement will be in addition to any liability which such ClaimHolder may otherwise have the Company or any of its controlling persons. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale, pursuant to the Shelf Registration Statement, of the Registrable Securities giving rise to such indemnification obligation. (c) Promptly after receipt by an indemnified party under If any action, suit or proceeding (each, a “Proceeding”) is brought against any person in respect of which indemnity may be sought pursuant to either Section 5.6(a6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested6(b), such indemnified party shall promptly notify the person against whom such indemnifying party indemnity may be sought (the “Indemnifying Party”) in writing of the commencement institution of such action or proceedingProceeding and the Indemnifying Party shall assume the defense of such Proceeding; but provided, however, that the omission to so to notify the indemnifying party such Indemnifying Party shall not relieve it such Indemnifying Party from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying or otherwise. Such indemnified party shall not have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be liable to at the expense of such indemnified party for any legal or any other expenses subsequently incurred unless the employment of such counsel shall have been authorized in writing by such indemnified party Indemnifying Party in connection with the defense of such Proceeding or such Indemnifying Party shall not have employed counsel to have charge of the defense of such Proceeding within thirty (30) days of the receipt of notice thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have reasonably concluded upon the written advice of counsel that there may be one or more legal defenses available to such indemnified party which it that are not different from, additional to or in conflict with those available to such Indemnifying Party (in which case such Indemnifying Party shall not have the indemnifying right to direct that portion of the defense of such Proceeding on behalf of the indemnified party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then), in any of which events such casereasonable fees and expenses shall be borne by such Indemnifying Party and paid as incurred (it being understood, however, that such Indemnifying Party shall not be liable for the expenses of more than one separate counsel in any one Proceeding or series of related Proceedings together with reasonably necessary local counsel representing the indemnified parties who are parties to such action). An Indemnifying Party shall not be liable for any settlement of such Proceeding effected without the written consent of such Indemnifying Party, but if settled with the written consent of such Indemnifying Party, such Indemnifying Party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have the right requested an Indemnifying Party to assume or continue its own defense as set forth above (but with no more than one firm reimburse such indemnified party for fees and expenses of counsel for all indemnified parties in each jurisdiction) and as contemplated by the indemnifying party second sentence of this paragraph, then such Indemnifying Party agrees that it shall be liable for any expenses therefor settlement of any Proceeding effected without its written consent if (including, without limitation, any i) such reasonable counsel's fees). If the indemnifying party settlement is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of entered into more than one counsel for each sixty (60) Business Days after receipt by such Indemnifying Party of the aforesaid request, (ii) such Indemnifying Party shall not have fully reimbursed such indemnified party in accordance with respect such request prior to the date of such claim. The indemnifying settlement and (iii) such indemnified party will not be subject shall have given such Indemnifying Party at least thirty (30) days’ prior notice of its intention to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayedsettle. No indemnifying party Indemnifying Party shall, without the prior written consent of the any indemnified party, compromise or consent to entry effect any settlement of any judgment pending or enter into any settlement agreement with respect to any action or proceeding threatened Proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the such indemnified party is an actual or potential could have been a party thereto)and indemnity could have been sought hereunder by such indemnified party, unless such compromise, consent or settlement includes an unconditional release of the such indemnified party from all liability in respect on claims that are the subject matter of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy Proceeding and does not include a statement or an admission of fault, fault or culpability or a failure to act, act by or on behalf of the such indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by Sections 5.6(aprovided for in this Section 6 is unavailable to an indemnified party under Section 6(a) or 5.6(b) hereof are unavailable to Section 6(b), or are insufficient to hold harmless an such indemnified party harmless, in respect of any Claims losses, damages, expenses, liabilities, claims or actions referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, damages, expenses, liabilities, claims or actions (i) in such proportion as is appropriate to reflect the relative fault of, benefits received by the indemnifying partyCompany, on the one hand, and by the indemnified partyHolders or the Initial Purchasers, on the other hand, with respect to such from the offering of securitiesthe Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and of the Holders or the Initial Purchasers, on the other hand, in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities, claims or actions, as well as any other relevant equitable considerations. The relative fault of such indemnifying party the Company, on the one hand, and indemnified party of the Holders or the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company or by such indemnified party, the Holders or the Initial Purchasers and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities, claims and actions referred to above shall be deemed to include any reasonable legal or other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faultsconnection with investigating or defending any Proceeding. (e) The Company, but also the relative benefits of the indemnifying party Holders and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Initial Purchasers agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.6(d) 6 were to be determined by pro rata allocation or by any other method of allocation which does not take into account of the equitable considerations referred to in Section 6(d) above. Notwithstanding the preceding sentences provisions of this Section 5.6(d). The 6, no Holder shall be required to contribute any amount paid or payable by an indemnified party as a result in excess of the Claims referred amount by which the total price at which the Registrable Securities giving rise to above shall be deemed to include (subject such contribution obligation and sold by such Holder were offered to the limitations set forth in Section 5.6(c) hereof) public exceeds the amount of any legal damages which it has otherwise been required to pay by reason of such untrue or other fees alleged untrue statement or expenses reasonably incurred by such indemnified party in connection with investigating omission or defending any such action, proceeding or claimalleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. The Holders’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective amount of Registrable Securities they have sold pursuant to a Shelf Registration Statement, and not joint. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. (f) The indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any Initial Purchaser or any person controlling any Holder or any Initial Purchaser, or the Company, or the Company’s officers or directors or any person controlling the Company and (iii) the sale of any Registrable Security by any Holder.

Indemnification; Contribution. (a) The Company shallIf any Registrable Securities ----------------------------- are included in a registration statement under this Agreement: 7.1 To the extent permitted by applicable law, and it hereby agrees to, the Trust shall indemnify and hold harmless each member of the Shareholder Group and its respective directorsSelling Holder, officers, employees and controlling Personseach Person, if any, who controls such Selling Holder within the meaning of the Securities Act, and each underwriterofficer, its partnersdirector, directorstrustee, officers, employees partner and employee of such Selling Holder and such controlling Persons, if any, in any offering or sale of the Registrable SharesPerson, against any and all losses, claims, damages or liabilitiesdamages, actions or proceedings (whether commenced or threatened) in respect thereof liabilities and expenses (joint or several), including reasonable attorneys' fees and disbursements and reasonable expenses of counsel) (collectivelyinvestigation, "CLAIMS") incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which each such indemnified party any of the foregoing Persons may become subjectsubject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, or actions or proceedings in respect thereofclaims, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementdamages, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or liabilities and expenses arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were madefollowing statements, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent omissions or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such saleviolations (collectively, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement."Violation"): (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an Any untrue statement or alleged untrue statement of a material fact contained in such registration statement, or including any preliminary prospectus or final prospectus contained therein, or any amendment amendments or supplement supplements thereto, or any document incorporated by reference therein, or arise out of or are based upon any ; or (ii) The omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; provided, however, that the indemnification required by this Section -------- ------- ------- 7.1 shall not apply to amounts paid in each settlement of any such loss, claim, --- damage, liability or expense if such settlement is effected without the consent of the Trust (which consent shall not be unreasonably withheld), nor shall the Trust be liable in any such case only for any such loss, claim, damage, liability or expense to the extent that such untrue statement it arises out of or alleged untrue statement or omission or alleged omission was made is based upon a Violation which occurs in reliance upon and in conformity with written information related to the indemnified party furnished to the Company Trust by the Shareholder Group indemnified party in writing expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending such registration; and provided, further, -------- ------- that the indemnity agreement contained in this Section 7 shall not apply to the --------- extent that any such Claimloss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if an underwriter was under an obligation to deliver such final prospectus and failed to do so. 7.2 To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Trust, and each of the officers, employees and Trustees of the Trust who shall have signed the registration statement, each Person, if any, who controls the Trust within the meaning of the Securities Act, any other Selling Holder, any controlling Person of any such other Selling Holder and each officer, director, trustee, partner and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (cjoint and several), including reasonable attorneys' fees and disbursements and reasonable expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, but only insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in each case to the extent that such Violation occurs in reliance upon and in conformity with information related to the indemnified party seeking indemnification furnished by such Selling Holder in writing expressly for use in connection with such registration; provided, however, that (x) the indemnification required by -------- ------- this Section 7.2 shall not apply to amounts paid in settlement of any such loss, ----------- claim, damage, liability or expense if such settlement is effected without the consent of the relevant Selling Holder (which consent shall not be unreasonably withheld) and (y) in no event shall the amount of any indemnity under this Section 7.2 exceed the proceeds (net of any underwriting discounts or ----------- commissions) from the applicable offering received by such Selling Holder. 7.3 Promptly after receipt by an indemnified party under this Section 5.6(a) or Section 5.6(b) 7 of written --------- notice of the commencement of any action action, suit, proceeding, investigation or proceeding threat thereof made in writing for which indemnification such indemnified party may make a claim under this Section 5.6(a) or Section 5.6(b) may be requested7, such indemnified party shall notify such deliver to the indemnifying --------- party in writing of the commencement of such action or proceeding; but the omission so to notify a written notice thereof and the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled right to participate therein in, and, to the extent that it shall determinethe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereofthereof with counsel mutually satisfactory to the parties; provided, however, -------- ------- that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel reasonably satisfactory retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 7 to the extent of such prejudice but shall not relieve the indemnifying --------- party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 7. Any fees and expenses incurred by the indemnified --------- party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, andas incurred, after within thirty (30) days of written notice from thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party of its election so shall have the right to assume employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall not be liable have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party for any legal or any other expenses subsequently incurred by and the indemnifying party, and such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded been advised by counsel in writing that there may be one or more legal defenses available to such indemnified party it which are not different from or in addition to those available to the indemnifying party; or (iii) if representation party and that the assertion of both parties such defenses would create a conflict of interest such that counsel employed by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or continue its own defense as set forth above (but with no more than one firm proceeding on behalf of counsel for all such indemnified parties in each jurisdiction) and party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any expenses therefor (includingtime for all such indemnified parties, without limitationunless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, any such reasonable counsel's fees). If claim or proceeding, in which event the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not shall be obligated to pay the fees and expenses of more than one such additional counsel for each indemnified party with respect to such claim. The or counsels). 7.4 If the indemnification required by this Section 7 from the --------- indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of any Claims losses, claims, damages, liabilities or expenses referred to thereinin this Section 7: --------- (i) The indemnifying party, then each in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of, of the indemnifying partyparty and indemnified parties in connection with the actions which resulted in such losses, on the one handclaims, and the indemnified partydamages, on the liabilities or expenses, as well as any other hand, with respect to such offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether the untrue any Violation has been committed by, or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by by, such indemnifying party or by such indemnified partyparties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionViolation. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7.1 and ----------- Section 7.2, any legal or other fees or expenses reasonably incurred by such indemnified ----------- party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as connection with any other relevant equitable considerations. investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.6(d) 7.4 were to be determined by pro rata allocation ----------- or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d7.4(i). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of -------------- fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) Indemnification by the ----------------------------- ---------------------- Company. The Company shall, and it hereby agrees to, to indemnify and hold harmless each member of the Shareholder Group and its respective directorsHolder, officers, employees and controlling Personseach ------- Person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each underwriter, its partnersthe officers, directors, officersagents, general and limited partners, and employees of each Holder and each such controlling Persons, if any, in any offering or sale of the Registrable Shares, person from and against any and all losses, claims, damages or damages, liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and reasonable expenses (including reasonable fees costs of counselinvestigation) (collectively, "CLAIMS") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), directly or actions or proceedings in respect thereof, arise indirectly arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statement, statement or any preliminary prospectus relating to the Registrable Securities or final prospectus contained therein, or in any amendment or supplement theretothereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that except insofar as such losses, claims, damages, liabilities or reasonable expenses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished to the Company by such Holder or on such Holder's behalf expressly for use therein; and the Company will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by them in connection with enforcing their rights hereunder, provided, however, that with respect to any untrue statement -------- ------- or omission or alleged untrue statement or omission or alleged omission was made in reliance upon and any preliminary prospectus, the indemnity agreement contained in conformity with written information furnished to the Company by the Shareholder Group expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party this paragraph shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, apply to the extent that it shall determineany such loss, jointly with claim, damage, liability or expense results from the fact that a current copy of the prospectus was not sent or given to the Persons asserting any other indemnifying party similarly notifiedsuch loss, claim, damage, liability or expense at or prior to assume the defense thereof, with counsel reasonably satisfactory written confirmation of the sale of the Registrable Securities concerned to such indemnified partyPerson if it is determined that (i)(A) it was the responsibility of such Holder to provide such person with a current copy of the prospectus, and, after notice from (B) such Holder was provided with a current copy of the indemnifying party prospectus prior to the written confirmation of sale and (C) such current copy of the prospectus would have cured the defect giving rise to such indemnified party of its election so to assume the defense thereofloss, such indemnifying party shall not be liable to such indemnified party for any legal claim, damage, liability or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action expense or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is the Holder provided a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject prospectus to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent Person in violation of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning last paragraph of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation3 hereof.

Indemnification; Contribution. (ai) The Company shall, and it hereby agrees towithout limitation as to time, indemnify and hold harmless harmless, to the full extent permitted by law, each member of Stockholder, the Shareholder Group and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, members, agents and employees of each of them, each Person who controls each such Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), the officers, directors, agents and employees of each such controlling person and controlling Personsany financial or investment adviser (each, if anyan "Indemnified Stockholder" ), in any offering or sale of to the Registrable Sharesfullest extent lawful, from and against any and all losses, claims, damages or damages, liabilities, actions or proceedings (whether commenced or threatened) in respect thereof reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and reasonable expenses (including reasonable fees expenses of counselinvestigation) (collectively, "CLAIMSLosses") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereofas incurred, arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, prospectus or any preliminary form of prospectus or final prospectus contained therein, or in any amendment or supplement theretosupplements thereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and except to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information so furnished in writing by the Company shallto such Stockholder expressly for use in such Registration Statement or prospectus and that such statement or omission was reasonably relied upon by such Stockholder in preparation of such Registration Statement, prospectus or form of prospectus; provided, however, that the Company shall not be liable in any such case to the extent that the Company has furnished in writing to such Stockholder within a reasonable period of time prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to such Stockholder, and it hereby agrees tosuch Stockholder failed to include such information therein; provided, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDEDfurther, HOWEVERhowever, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such Person in any such case underwriter(s) within the meaning of the Securities Act to the extent that any such Claims Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (A) such registration statement, Person failed to send or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative deliver a copy of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, prospectus with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the delivery of written confirmation of the sale by such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof Person to the Shareholder Group or Person asserting the claim from which such underwriterLosses arise, and such (B) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission omission, and (C) the Company has complied with its obligations under Section 4(e)(iii). Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made in by or on behalf of such registration statementIndemnified Stockholder. (bii) The members In connection with any Registration Statement in which a Stockholder is participating, such Stockholder, or an authorized officer of such Stockholder, shall furnish to the Shareholder Group shall, Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or prospectus and hereby agreeagrees, severally and not jointly, to (i) indemnify and hold harmless indemnify, to the full extent permitted by law, the Company, its directors, officers, employees agents and controlling Personsemployees, if anyeach Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and each underwriter, its partnersthe directors, officers, directorsagents or employees of such controlling persons (each, employees an "Indemnified Company", and controlling Personstogether with the Indemnified Stockholders, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided hereinthe "Indemnified Parties"), or actions or proceedings in respect thereoffrom and against all Losses, arise as incurred, arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in such registration statementany Registration Statement, prospectus or any preliminary form of prospectus or final prospectus contained therein, or in any amendment or supplement theretosupplements thereto or in any preliminary prospectus, or any document incorporated by reference therein, or arise arising out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information so furnished in each writing by such Stockholder to the Company expressly for use in such Registration Statement or prospectus and that such statement or omission was reasonably relied upon by the Company in preparation of such Registration Statement, prospectus or form of prospectus; provided, however, that such Stockholder shall not be liable in any such case only to the extent that such untrue statement Stockholder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such Registration Statement or alleged untrue statement prospectus or omission amendment or alleged omission was supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made in reliance upon and in conformity with written not misleading, information previously furnished to the Company by the Shareholder Group expressly for use thereinCompany, and (ii) reimburse the Company for failed to include such information therein. In no event shall the liability of any legal selling Stockholder hereunder be greater in amount than the after-tax dollar amount of the proceeds (net of payment of all expenses) received by such Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any on behalf of such ClaimIndemnified Company. (ciii) Promptly after receipt by an indemnified Any Indemnified Party shall give prompt notice to the party under Section 5.6(aor parties from which such indemnity is sought (the "Indemnifying Parties") or Section 5.6(b) of written notice of the commencement of any action action, suit, proceeding or proceeding for investigation or written threat thereof (a "Proceeding") with respect to which such Indemnified Party seeks indemnification under Section 5.6(a) or Section 5.6(b) may be requestedcontribution pursuant hereto; provided, such indemnified party shall notify such indemnifying party in writing of however, that the commencement of such action or proceeding; but the omission failure to so to notify the indemnifying party Indemnifying Parties shall not relieve it the Indemnifying Parties from any obligation or liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, except to the extent that it the Indemnifying Parties have been prejudiced by such failure. The Indemnifying Parties shall determinehave the right, jointly with any other indemnifying party similarly notifiedexercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such Proceeding, to assume assume, at the Indemnifying Parties' expense, the defense thereofof any such Proceeding, with counsel reasonably satisfactory to such indemnified partyIndemnified Party; provided, andhowever, after notice from that an Indemnified Party or Indemnified Parties (if more than one such Indemnified Party is named in any Proceeding) shall have the indemnifying party right to employ separate counsel in any such indemnified party Proceeding and to participate in the defense thereof, but the fees and expenses of its election so such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless: (x) the Indemnifying Parties agree to pay such fees and expenses; (y) the Indemnifying Parties fail promptly to assume the defense thereof, of such indemnifying party shall not be liable Proceeding or fail to employ counsel reasonably satisfactory to such indemnified party for Indemnified Party or Indemnified Parties; or (z) the named parties to any legal such Proceeding (including any impleaded parties) include both such Indemnified Party or any other expenses subsequently incurred by such indemnified party in connection with Indemnified Parties and the defense thereof other than reasonable costs of investigation; PROVIDEDIndemnifying Parties, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that and there may be one or more legal defenses available to such indemnified party which Indemnified Party or Indemnified Parties that are not different from or additional to those available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, thenIndemnifying Parties, in any such which case, if such Indemnified Party or Indemnified Parties notifies the indemnified party Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Parties, it being understood, however, that, unless there exists a conflict among Indemnified Parties, the Indemnifying Parties shall not, in connection with any one such Proceeding or continue its own defense as set forth above (separate but with no more than one firm substantially similar or related Proceedings in the same jurisdiction, arising out of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall same general allegations or circumstances, be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel separate firm of attorneys (together with appropriate local counsel) at any time for each indemnified party with respect to such claimIndemnified Party or Indemnified Parties. The indemnifying party Whether or not such defense is assumed by the Indemnifying Parties, such Indemnifying Parties or Indemnified Party or Indemnified Parties will not be subject to any liability for any settlement made without its consent, which or their consent shall (but such consent will not be unreasonably withheld or delayedwithheld). No indemnifying party shall, without the prior written consent of the indemnified party, compromise or The Indemnifying Parties shall not consent to entry of any judgment or enter into any settlement agreement with respect to any action which (A) provides for other than monetary damages without the consent of the Indemnified Party or proceeding in respect of Indemnified Parties (which indemnification is sought under Section 5.6(aconsent shall not be unreasonably withheld or delayed) or Section 5.6(b(B) (whether or does not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes include as an unconditional release term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Parties of a release, in form and substance satisfactory to the indemnified party Indemnified Party or Indemnified Parties, from all liability in respect of such claim or litigation, does not subject the indemnified party Proceeding for which such Indemnified Party would be entitled to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified partyindemnification hereunder. (div) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by Sections 5.6(aprovided for in this Section 4(g) or 5.6(b) hereof are is unavailable to an Indemnified Party or are is insufficient to hold such Indemnified Party harmless an indemnified party for any Losses in respect of any Claims referred to thereinwhich this Section 4(g) would otherwise apply by its terms, then each applicable Indemnifying Party, in lieu of indemnifying party such Indemnified Party, shall have a joint and several obligation to contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Claims Losses, in such proportion as is appropriate to reflect the relative fault of, of and relative benefit to the indemnifying partyIndemnifying Party, on the one hand, and the indemnified partysuch Indemnified Party, on the other hand, in connection with respect to the actions, statements or omissions that resulted in such offering of securitiesLosses as well as any other relevant equitable considerations. The relative fault of such indemnifying party Indemnifying Party, on the one hand, and indemnified party Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact fact, has been taken by, or relates to information supplied by by, such indemnifying party Indemnifying Party or by such indemnified partyIndemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of any Losses shall be deemed to include any legal or other fees or expenses incurred by such indemnified party in connection with any Proceeding, to the extent such proportion as is appropriate party would have been indemnified for such expenses if the indemnification provided for in Section 4(g)(i) or 4(g)(ii) was available to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.6(d4(g)(iv) were to be determined by pro pro-rata allocation or by any other method of allocation which that does not take into account of the equitable considerations referred to in this Section 4(g)(iv). Notwithstanding the preceding sentences provisions of this Section 5.6(d4(g)(iv). The , an Indemnifying Party that is a selling Stockholder shall not be required to contribute any amount paid or payable by an indemnified party as a result in excess of the Claims referred to above shall be deemed to include (subject to amount by which the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred net after-tax proceeds received by such indemnified party in connection with investigating Indemnifying Party exceeds the amount of any damages that such Indemnifying Party has otherwise been required to pay by reasons of such untrue or defending any such action, proceeding alleged untrue statement or claimomission or alleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the Company shall, and it hereby agrees to, indemnify and hold harmless harmless, or cause to be indemnified and held harmless, each member of the Shareholder Amneal Group Member and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Registrable Shares, against any losses, claims, damages or liabilities, actions or proceedings (whether commenced or threatened) liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, "CLAIMS") “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any reimburse, upon request, each such underwriter Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be liable to any such Person Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information the Required Amneal Group Member Information furnished to the Company in writing by the Shareholder such Amneal Group Member or on behalf of such Amneal Group Member by any underwriter or representative Representative of the Shareholder Amneal Group Member, expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementomission. (b) The members of In the Shareholder event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agreeagrees to, severally and not jointly, to (i) indemnify and hold harmless the Company, Company and its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares, Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information the Required Amneal Group Member Information furnished to the Company in writing by the Shareholder Amneal Group Member or its Representative expressly for use thereintherein that is the subject of the untrue statement or omission; provided, and (ii) reimburse however, that the Company for any legal liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claimprospectus. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(aSection 5.8(a) or 5.6(bSection 5.8(b) hereof are unavailable to or are insufficient to hold harmless an Table of Contents indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d5.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each member of the Shareholder Group and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, Holder in any offering or sale of Registrable Securities, each Person, if any, who participates as an underwriter in any offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the Registrable Sharesmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and affiliates against any all losses, claims, damages or liabilitiesdamages, actions or proceedings (whether commenced or threatened) in respect thereof liabilities and expenses (including reasonable fees of counselattorneys' fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company's consent, which consent shall not be unreasonably withheld or delayed) (collectively, "CLAIMSLosses") incurred by such party pursuant to which each such indemnified party may become subjectany actual or threatened action, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)suit, proceeding or actions or proceedings in respect thereof, arise investigation arising out of or are based upon an upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementin, or any omission or alleged omission of a material fact required to be stated in, the Registration Statement, Prospectus or preliminary or final prospectus contained therein, Prospectus or any amendment or supplement theretoto any of the foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or any document incorporated by reference therein, or omissions arise out of or are based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to state therein a material fact required such Holder furnished in writing to be stated therein the Company by such Holder or necessary to make the statements its counsel expressly for use therein, in light (B) the use of any Prospectus after such time as the obligation of the circumstances in Company to keep effective the Registration Statement of which they were made, not misleading, and such Prospectus forms a part has expired or (C) the use of any Prospectus after such time as the Company shallhas advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and it hereby agrees to, reimburse periodically Parent relating to action required of or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred inaction by them the Company in connection with investigating or defending any such Claims; PROVIDEDregistration. Notwithstanding the foregoing provisions of this Section 11(a), HOWEVER, that the Company shall not be liable to any such Person Holder or underwriter or to any other indemnified party under the indemnity agreement in this Section 11(a) for any such case to the extent Losses that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such registration statement, Holder or preliminary underwriter failed to send or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative deliver a copy of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, Prospectus with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the delivery of written confirmation of the sale of Registrable Securities by such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) Holder or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof underwriter to the Shareholder Group Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such underwriteromission or alleged omission, and such prospectus corrected or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission made is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such registration statementHolder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Securities by such indemnified party. (b) The members In connection with any Registration Statement filed pursuant hereto, each Holder of the Shareholder Group Registrable Securities to be covered thereby shall, and hereby agree, severally and not jointlyjointly with any other Holders, to (i) indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees and controlling Personseach Person, if any, who participates as an underwriter in any offering and sale of Registrable Securities and each underwriter, its partners, officers, directors, employees and controlling PersonsPerson, if any, in any offering who controls the Company or sale such underwriter within the meaning of Registrable SharesSection 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and affiliates, against all Losses incurred by such party pursuant to any Claims to which each such indemnified party may become subjectactual action, insofar as such Claims (including any amounts paid in settlement as provided herein)suit, proceeding or actions or proceedings in respect thereof, arise investigation arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in such registration statementin, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein of a material fact required to be stated therein in, the Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement to any of the foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, in the light of the circumstances then existing) not misleading, in each case but only to the extent that any such untrue statement or alleged untrue statement or omission or alleged omission was is made in reliance upon on and in conformity with written information with respect to such Holder furnished in writing to the Company by the Shareholder Group expressly such Holder or its counsel specifically for use therein; provided, and (ii) reimburse however, that no Holder shall be required to indemnify the Company for or any legal or other out-of-pocket expenses reasonably incurred indemnified party under this Section 11(b) with respect to any amount in excess of the amount of the total net proceeds received by such Holder from sales of the Company in connection with investigating or defending any Registrable Securities of such ClaimHolder under such Registration Statement. (c) Promptly Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by an such indemnified party under Section 5.6(a) or Section 5.6(b) of any written notice of the commencement of any action action, suit, proceeding or proceeding investigation or threat thereof made in writing for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall notify such not affect the obligations of the indemnifying party in writing of pursuant to this Section 11 except to the commencement of such action or proceeding; but the omission so to notify extent the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect been actually and materially prejudiced as a result of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified partyfailure. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an the indemnifying party of the commencement thereof, such the indemnifying party shall be entitled to participate therein and, to the extent that it shall determinewish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVERunless in the reasonable judgment of any indemnified party, that based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) if more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the indemnifying party fails Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; Company), (ii) if such indemnified party who is a defendant more than one counsel for the underwriters in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; an Underwritten Offering or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties the Company, in each jurisdiction) and the case in connection with any one action or separate but similar or related actions. An indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party who is not entitled to, or elects not to, assume the defense of a claim, it will claim shall not be obligated to pay the fees and expenses of more than one counsel for each all parties indemnified by such indemnifying party with respect to such claim. The , unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party will not shall be subject obligated to any liability for any settlement made without its consentpay the fees and expenses of such additional counsel, which consent provided that the indemnifying party shall not be unreasonably withheld liable for the fees and expenses of (i) more than one counsel for all Holders of Registrable Securities who are indemnified parties, selected by the Holders of a Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or delayed(iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party party, in defense of any such action, suit, proceeding or investigation, shall, without except with the prior written consent of the each indemnified party, compromise consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 11. No indemnified party shall consent to entry of any judgment or enter entry into any settlement agreement with respect to any action or proceeding in respect without the consent of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified each indemnifying party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are from the indemnifying party provided for in this Section 11 is unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of to any Claims referred to thereinLosses, then each the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims Losses in such proportion as is appropriate to reflect the relative fault of, of the indemnifying partyparty and indemnified party in connection with the actions which resulted in such Losses, on as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the one hand, and amount of the indemnified party, on total net proceeds received by such Holder from sales of the other hand, with respect to such offering Registrable Securities of securitiesthe Holder under the applicable Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact fact, has been made by, or relates to information supplied by by, such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d)action. The amount paid or payable by an indemnified a party as a result of the Claims Losses referred to above shall be deemed to include (include, subject to the limitations set forth in Section 5.6(c) hereof) 11(c), any legal or other fees or and expenses reasonably incurred by such indemnified party in connection with investigating any investigation or defending any such action, proceeding or claimproceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 11(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 11(d). If indemnification is available under this Section 11, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 11(a) or 11(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 11(d). (e) The provisions of this Section 11 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 11 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company In the event any Registrable Shares are included in a Shelf Registration Statement contemplated by this Agreement, Parent shall, and it hereby agrees to, indemnify and hold harmless each member of the Shareholder Group harmless, or cause to be indemnified and held harmless, Investor and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, officersmanagers, employees partners, employees, agents, representatives, trustees and controlling Persons, if any, in any offering or sale of the Registrable Shares, against any losses, claims, damages or liabilities, actions or proceedings (whether commenced or threatened) liabilities in respect thereof and expenses (including reasonable fees and expenses of counsel) or Actions in respect thereof (collectively, "CLAIMS") “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company Parent as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementShelf Registration Statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVERprovided, that the Company Parent shall not be liable to any such Person Investor (or its officers, directors, managers, partners, employees, agents, representatives, trustees and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementShelf Registration Statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information the Required Investor Information furnished to the Company Parent in writing by the Shareholder Group Investor or on behalf of Investor by any underwriter or representative Representative of the Shareholder Group Investor, expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement.omission. 115787666v1 (b) The members of In the Shareholder Group event any Registrable Shares are included in a Shelf Registration Statement contemplated by this Agreement, Investor shall, and hereby agree, severally and not jointly, agrees to (i) indemnify and hold harmless the Company, Parent and its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees managers, employees, agents, representatives and controlling Persons, if any, in any offering or sale of its Registrable Shares, Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings Actions in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statementany Shelf Registration Statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information the Required Investor Information furnished to the Company Parent in writing by the Shareholder Group Investor or its Representative expressly for use thereintherein that is the subject of the untrue statement or omission; provided, and (ii) reimburse however, that the Company for any legal liability of Investor hereunder shall be limited to an amount equal to the dollar amount of the net proceeds actually received by Investor from the sale of Registrable Shares sold by Investor pursuant to such Shelf Registration Statement or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claimrelated prospectus. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, Investor and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company Parent agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(aSection 2.7(a) or 5.6(bSection 2.7(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding first sentence of this Section 2.7(c) is not permitted by applicable lawLaw, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d2.7(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d2.7(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof2.8) any legal or other out-of-pocket fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claimAction. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, Investor shall not be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by Investor from the sale of Registrable Shares sold by Investor pursuant to such Shelf 115787666v1 Registration Statement or related prospectus, minus (ii) any amounts paid or payable by Investor pursuant to Section 2.7(b) (except in the case of fraud or willful misconduct by Investor).

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: (a) The To the extent permitted by applicable law, the Company shall, and it hereby agrees to, shall indemnify and hold harmless each member of the Shareholder Group and its respective directorsHolder, officers, employees and controlling Personseach Person, if any, who controls such Holder within the meaning of the Securities Act, and each underwriterofficer, its partnersdirector, directors, officers, employees partner and employee of such Holder and such controlling Persons, if any, in any offering or sale of the Registrable SharesPerson, against any and all losses, claims, damages or liabilitiesdamages, actions or proceedings (whether commenced or threatened) in respect thereof liabilities and expenses (joint or several), including reasonable attorney’s fees and disbursements and reasonable expenses of counsel) investigation (collectively, "CLAIMS") “Losses”), incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which each such indemnified party any of the foregoing Persons may otherwise become subjectsubject under the Securities Act, the Exchange Act or other federal or state laws, but only insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, Losses arise out of or are based upon an any of the following statements or omissions (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in any the registration statement, or including any preliminary Prospectus or final prospectus Prospectus contained therein, or any amendment amendments or supplement supplements thereto, or any document incorporated by reference therein, or arise out of or are based upon any ; or (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading; provided, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVERhowever, that the indemnification required by this Section 5(a) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any such Person in any such case for any such Loss to the extent that any such Claims arise it arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder Group or on behalf of a Holder or any underwriter or representative of the Shareholder Group expressly for use thereinin connection with such registration; and provided, or further, that any indemnification required by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect this Section 5(a) shall not apply to the Shareholder Group, extent that any such Loss is based on or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise arises out of or are based upon an untrue statement or alleged untrue statement of a material fact contained fact, or an omission or alleged omission to state a material fact, included in or omitted from any preliminary prospectus if the final prospectus shall correct such registration untrue statement or alleged untrue statement, or any preliminary such omission or alleged omission, and a copy of the final prospectus contained thereinhas not been sent or given by the Holder or any underwriter to the Person alleging damage at or prior to the confirmation of sale to such Person; and provided, further, that this indemnity shall not apply to the extent that any such Loss is based on an offer or Transfer of Registrable Securities during any period which the Company has notified the Holder that such offers and Transfers must cease under the Agreement, including under Section 2.3, Section 2.4(b) or Section 2.4(e). (b) To the extent permitted by applicable law, the Holders (severally and not jointly) shall indemnify and hold harmless the Company, each of the directors of the Company, each of the officers of the Company who shall have signed the Resale Registration Statement, each Person, if any, who controls the Company within the meaning of the Securities Act, and each officer, director, partner, and employee of such controlling Person, against any and all Losses incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any amendment of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or supplement theretoother federal or state laws, or any document incorporated by reference therein, or but only insofar as such Losses arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingViolation, in each case only to the extent that such untrue statement Violation arises out of or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with written information furnished to the Company in writing by the Shareholder Group or on behalf of a Holder expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating such registration, or defending upon the Holder’s failure to properly and timely deliver an “official” Prospectus, or upon the Holder’s use of a written or oral prospectus other than the “official” Prospectus; provided, however, that any indemnification required by this Section 5(b) shall not apply to amounts paid in settlement of any such ClaimLoss if such settlement is effected without the consent of the Holders (which consent shall not be unreasonably withheld, conditioned or delayed) and in no event shall the amount of any indemnity obligation under this Section 5(b) exceed the gross proceeds from the applicable offering received by the Holders. (c) Promptly after receipt by an indemnified party under this Section 5.6(a) or Section 5.6(b) 5 of written notice of the commencement of any action action, suit, proceeding, investigation or proceeding threat thereof made in writing for which indemnification such indemnified party may make a claim under this Section 5.6(a) or Section 5.6(b) may be requested5, such indemnified party shall notify such deliver to the indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify a written notice thereof and the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled right to participate therein in, and, to the extent that it shall determinethe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses (in each case, to the extent reasonable) to be paid by the indemnifying party, if representation of such indemnified party, and, after notice from party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its election so ability to assume defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 5 to the extent of such prejudice but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 5. Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall not be liable have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party for any legal or any other expenses subsequently incurred by and the indemnifying party, and such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded been advised by counsel that there may be one or more legal defenses available to such indemnified party which it that are not different from or in addition to those available to the indemnifying party; or (iii) if representation party and that the assertion of both parties such defenses would create a conflict of interest such that counsel employed by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or continue its own defense as set forth above (but with no more than one firm proceeding on behalf of counsel for all such indemnified parties in each jurisdiction) and party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any expenses therefor (including, without limitation, any such the reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel separate firm of attorneys (together with appropriate local counsel) at any time for each all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. The action, claim or proceeding, in which event the indemnifying party will not shall be subject obligated to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without pay the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect reasonable fees and expenses of such claim additional counsel or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified partycounsels). (d) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated required by Sections 5.6(a) or 5.6(b) hereof are this Section 5 from the indemnifying party is unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of any Claims Losses referred to thereinin this Section 5: (i) the indemnifying party, then each in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims Losses in such proportion as is appropriate to reflect the relative fault of, of the indemnifying partyparty and indemnified parties in connection with the actions that resulted in such Losses, on the one hand, and the indemnified party, on the as well as any other hand, with respect to such offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether the untrue any Violation has been committed by, or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by by, such indemnifying party or by such indemnified partyparties, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionViolation. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 5(a), 5(b) and 5(c), any legal or other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also connection with any investigation or proceeding; (ii) the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.6(d5(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d5(d)(i). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The obligations of the Company and the Holders under this Section 5 shall survive the completion of any offering of Registrable Securities pursuant to the registration statement under this Agreement, and otherwise.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: (a) The To the extent permitted by applicable law, the Company shall, and it hereby agrees to, shall indemnify and hold harmless each member of the Shareholder Group and its respective directorsHolder, officers, employees and controlling Personseach Person, if any, who controls such Holder within the meaning of the Securities Act, and each underwriterofficer, its partnersdirector, directors, officers, employees partner and employee of such Holder and such controlling Persons, if any, in any offering or sale of the Registrable SharesPerson, against any and all losses, claims, damages or liabilitiesdamages, actions or proceedings (whether commenced or threatened) in respect thereof liabilities and expenses (joint or several), including reasonable attorney’s fees and disbursements and reasonable expenses of counsel) investigation (collectively, "CLAIMS") “Losses”), incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which each such indemnified party any of the foregoing Persons may otherwise become subjectsubject under the Securities Act, the Exchange Act or other federal or state laws, but only insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, Losses arise out of or are based upon an any of the following statements or omissions (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in any the registration statement, or including any preliminary prospectus, any issuer free writing prospectus, the general disclosure package or the final prospectus contained therein, or any amendment amendments or supplement supplements thereto, or any document incorporated by reference therein, or arise out of or are based upon any ; or (ii) the omission or alleged omission to state therein a material fact required to be stated therein in either such preliminary prospectus, issuer free writing prospectus, general disclosure package or final prospectus, or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading; provided, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVERhowever, that the indemnification required by this Section 7(a) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any such Person in any such case for any such Loss to the extent that any such Claims arise it arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder Group or on behalf of a Holder or any underwriter or representative of the Shareholder Group expressly for use thereinin connection with such registration; and provided, further, that this indemnity shall not be available to any Person who offers or by Transfers any Registrable Securities (whether pursuant to a prospectus or not) during any period which the Shareholder Group's failure Company has notified the Holder that such offers and Transfers must cease under the Agreement, including Sections 2.3(a), 4(b), 5(b) and 5(c). Subject to furnish the CompanySection 7(c), upon request, in connection with the information with respect to the Shareholder Groupforegoing indemnification obligations, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain not be liable for reasonable fees and expenses of more than one separate firm for all the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementHolders. (b) The members of To the Shareholder Group shallextent permitted by applicable law, the Holders (jointly and hereby agree, severally and not jointly, to (iseverally) shall indemnify and hold harmless the Company, its directorseach of the directors of the Company, officerseach of the officers of the Company who shall have signed the registration statement, employees and controlling Personseach Person, if any, who controls the Company within the meaning of the Securities Act, and each underwriterofficer, its partnersdirector, officerspartner, directors, employees and employee of such controlling Persons, if any, in any offering or sale of Registrable SharesPerson, against any Claims and all Losses incurred by such Person pursuant to any actual or threatened action, suit, proceeding or investigation, or to which each such indemnified party any of the foregoing Persons may otherwise become subjectsubject under the Securities Act, the Exchange Act or other federal or state laws, but only insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or Losses arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingViolation, in each case only to the extent that such untrue statement Violation arises out of or alleged untrue statement or omission or alleged omission was made in reliance is based upon and in conformity with written information furnished to the Company in writing by the Shareholder Group or on behalf of a Holder expressly for use therein, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending such registration; provided, however, that (x) any indemnification required by this Section 7(b) shall not apply to amounts paid in settlement of any such ClaimLoss if such settlement is effected without the consent of the Holders (which consent shall not be unreasonably withheld) and (y) in no event shall the amount of any indemnity obligation under this Section 7(b) exceed the gross proceeds from the applicable offering received by the Holders. (c) Promptly after receipt by an indemnified party under this Section 5.6(a) or Section 5.6(b) 7 of written notice of the commencement of any action action, suit, proceeding, investigation or proceeding threat thereof made in writing for which indemnification such indemnified party may make a claim under this Section 5.6(a) or Section 5.6(b) may be requested7, such indemnified party shall notify such deliver to the indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify a written notice thereof and the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled right to participate therein in, and, to the extent that it shall determinethe indemnifying party so desires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereofthereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with counsel reasonably satisfactory the fees and disbursements and expenses (in each case, to the extent reasonable) to be paid by the indemnifying party, if representation of such indemnified party, and, after notice from party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its election so ability to assume defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 7 to the extent of such prejudice but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 7. Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall not be liable have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party for any legal or any other expenses subsequently incurred by and the indemnifying party, and such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded been advised by counsel that there may be one or more legal defenses available to such indemnified party which it that are not different from or in addition to those available to the indemnifying party; or (iii) if representation party and that the assertion of both parties such defenses would create a conflict of interest such that counsel employed by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or continue its own defense as set forth above (but with no more than one firm proceeding on behalf of counsel for all such indemnified parties in each jurisdiction) and party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for any expenses therefor (including, without limitation, any such the reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel separate firm of attorneys (together with appropriate local counsel) at any time for each all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. The action, claim or proceeding, in which event the indemnifying party will not shall be subject obligated to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without pay the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect reasonable fees and expenses of such claim additional counsel or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified partycounsels). (d) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated required by Sections 5.6(a) or 5.6(b) hereof are this Section 7 from the indemnifying party is unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of any Claims Losses referred to thereinin this Section 7: (i) the indemnifying party, then each in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims Losses in such proportion as is appropriate to reflect the relative fault of, of the indemnifying partyparty and indemnified parties in connection with the actions that resulted in such Losses, on the one hand, and the indemnified party, on the as well as any other hand, with respect to such offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether the untrue any Violation has been committed by, or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by by, such indemnifying party or by such indemnified partyparties, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionViolation. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Sections 7(a), 7(b) and 7(c), any legal or other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also connection with any investigation or proceeding; (ii) the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.6(d7(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d7(d)(i). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The obligations of the Company and the Holders under this Section 7 shall survive the completion of any offering of Registrable Securities pursuant to the registration statement under this Agreement, and otherwise.

Indemnification; Contribution. (ai) The Company shallAcquiror shall indemnify, to the fullest extent permitted by law, each Holder of Registrable Securities, and it hereby agrees toif applicable, indemnify and hold harmless each member of the Shareholder Group and its respective officers, directors, officers, employees and controlling Persons, if anyagents, and if applicable, each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale Person who controls such Holder (within the meaning of the Registrable SharesSecurities Act), against any all losses, claims, damages or liabilitiesdamages, actions or proceedings (whether commenced or threatened) in respect thereof liabilities and expenses (including reasonable fees costs of counselinvestigation and legal expenses) (collectively, "CLAIMS") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration, any registration statement, or any preliminary or final prospectus contained thereinrelated prospectus, or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein in any thereof a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus or prospectus supplement, in light of the circumstances in under which they were made, ) not misleading, except in each case insofar as and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise the same arises out of or are is based upon (i) an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such Shelf Registration, prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with information furnished to Acquiror by such Holder expressly for use therein, or (ii) a Holder's failure to send or give a copy of the final prospectus to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of the sale of Registrable Securities to such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) Person if such statement or of the applicable omission was corrected in such final prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such final prospectus corrected was delivered by Acquiror to the Holder sufficiently in time for the Holder to deliver it to the asserting Person prior to such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementwritten confirmation of sale. (bii) The members of In connection with the Shareholder Group shallShelf Registration, each Holder shall furnish to Acquiror in writing such information and affidavits with respect to such Holder as Acquiror reasonably requests for use in connection with such Shelf Registration, any related prospectus, or any amendment or supplement thereto, and hereby agree, severally and not jointlyshall indemnify, to (i) indemnify and hold harmless the Companyfullest extent permitted by law, its Acquiror, Acquiror's directors, officers, employees and controlling Persons, if any, agents and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale Person who controls Acquiror (within the meaning of Registrable Sharesthe Securities Act), against any Claims to which each such indemnified party may become subjectall losses, insofar as such Claims claims, damages, liabilities and expenses (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise reasonable costs of investigation and legal expenses) arising out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in such registration statementthe Shelf Registration, or any preliminary or final prospectus contained thereinrelated prospectus, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent extent, that such the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission was to state a material fact in such registration statement or in such related prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reasonable reliance upon and in reasonable conformity with written information furnished to the Company Acquiror by the Shareholder Group such Holder expressly for use therein, and (ii) reimburse in the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such ClaimShelf Registration. (ciii) Promptly Any Person entitled to indemnification under this Section 3(d) agrees to give prompt written notice to the indemnifying party after the receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) such Person of any written notice of the commencement of any action action, suit, proceeding or proceeding investigation or threat thereof made in writing for which such Person will claim indemnification under Section 5.6(a) or Section 5.6(b) may be requestedcontribution pursuant to this Agreement and, unless in the reasonable judgment of such indemnified party shall notify a conflict of interest may exist between such indemnifying indemnified party in writing of the commencement of such action or proceeding; but the omission so to notify and the indemnifying party shall not relieve it from any liability which it may have with respect to any indemnified party in respect of such action or proceeding hereunder unless claim, permit the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, of such claim with counsel selected by the indemnifying party and reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will shall not be obligated to pay the reasonable fees and expenses of more than one counsel for each with respect to such claim, unless in the reasonable judgment of counsel to such indemnified party, expressed in a writing delivered to the indemnifying party, a conflict of interest may exist between such indemnified party and any other indemnified party with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels (which shall be limited to one counsel per indemnified party). The indemnifying party will shall not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified partywithheld. (d) The members of the Shareholder Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a1) The In the event of any registration of any Registrable Securities pursuant to the terms of Section 6, the Company shall, and it hereby agrees to, will indemnify and hold harmless harmless, to the fullest extent permitted by law, each member of the Shareholder Group Designated 66 20 Holders and its their respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partnersAffiliates, directors, officers, employees partners, trustees, employees, legal counsel, accountants, financial advisors and controlling Personsagents, and each other Person, if any, in any offering or sale who controls (within the meaning of the Registrable SharesSecurities Act and the Exchange Act) such Designated Holder or any such directors, officers, partners, trustees, employees, legal counsel, accountants, financial advisors and agents (each of the foregoing, a "designated indemnified party") against any and all losses, claims, damages or liabilitiesdamages, actions or proceedings (whether commenced or threatened) in respect thereof liabilities and expenses (including reasonable fees costs of counsel) (collectivelyinvestigation), "CLAIMS") joint or several, to which each such designated indemnified party may become subjectsubject under the Securities Act or otherwise, insofar as such Claims losses, claims, damages, liabilities or expenses (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an (x) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference thereiny) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, provided, however, that the Company shall not be liable in each any such case only to the extent that any such loss, claim, damage or liability (or actions or proceedings in respect thereof) arises out of or is based upon (x) any untrue statement of any material fact or alleged untrue statement (y) any omission to state a material fact required to be stated therein or omission necessary to make the statements therein not misleading in such Registration Statement, or alleged omission was made amendment or supplement thereto, in reliance upon and in conformity with written information concerning such Designated Holder and furnished to the Company by the Shareholder Group expressly for use therein, and (ii) reimburse in the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claimpreparation thereof. (c2) Promptly after receipt by The Company may require, as a condition to including any Registrable Securities in any Registration Statement filed pursuant to Section 6, that the Company shall have received an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice undertaking from each Designated Holder selling such Registrable Securities, severally and not jointly, to indemnify and hold harmless the Company, its directors, officers, legal counsel, accountants and financial advisors and each other Person, if any, who controls (within the meaning of the commencement of Securities Act and the Exchange Act) the Company or any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requestedsuch directors, such indemnified party shall notify such indemnifying party in writing officers, legal counsel, accountants and financial advisors (each of the commencement of foregoing, a "Company Indemnified Party") against any losses, claims, damages, liabilities or expenses, joint or several, to which such action Company Indemnified Party may become subject under the Securities Act or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of based upon (x) any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or (y) any omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were required to be determined by pro rata allocation stated therein or by necessary to make the statements therein not misleading contained in any other method of allocation Registration Statement under which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of Registrable Securities were registered under the Securities Act) shall be entitled to contribution from Act or any Person who was not guilty of such fraudulent misrepresentation.amendment or supplement

Indemnification; Contribution. (a) The Company shall, and it hereby agrees to, shall indemnify and hold harmless each member of the Shareholder Group Holder, their respective officers and its respective directors, officers, employees and controlling Personseach Person, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale who controls such Holder within the meaning of either Section 15 of the Registrable SharesSecurities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against any all losses, claims, damages or liabilitiesdamages, actions or proceedings (whether commenced or threatened) in respect thereof liabilities and expenses (including reasonable attorneys' fees and expenses and reasonable costs of counselinvestigation) (collectively, "CLAIMSDamages") incurred by such party pursuant to which each such indemnified party may become subjectany actual or threatened action, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)suit, proceeding or actions or proceedings in respect thereof, arise investigation arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement, or any preliminary or final prospectus contained thereinProspectus, or any amendment or supplement thereto, or to any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were madeforegoing, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference thereinii) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case only to insofar as the extent that same arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon on and in conformity with written information with respect to the Holders furnished to the Company by the Shareholder Group Holders or their counsel expressly for use therein. Notwithstanding anything in this Agreement to the contrary, and (ii) reimburse the Company for shall not be required to indemnify any legal Person whose conduct has been determined by a final non-appealable judgment of a court of competent jurisdiction to constitute bad faith, gross negligence or other out-of-pocket expenses reasonably incurred by willful misconduct. Subject to Section 11(b) hereof, the Company in shall not be responsible hereunder for the fees and expenses of more than one counsel (together with local counsel, if any) for the indemnified parties. In connection with investigating an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or defending any such ClaimSection 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders. (cb) Promptly Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by an such indemnified party under Section 5.6(a) or Section 5.6(b) of any written notice of the commencement of any action action, suit, proceeding or proceeding investigation or threat thereof made in writing for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party may claim indemnification or contribution pursuant to this Section 11 (provided that failure to give such notification shall notify such not affect the obligations of the indemnifying party in writing of pursuant to this Section 11 except to the commencement of such action or proceeding; but the omission so to notify extent the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect been materially prejudiced as a result of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified partyfailure). In case any such action or proceeding shall be brought against any indemnified party and it shall notify an the indemnifying party of the commencement thereof, such the indemnifying party shall be entitled to participate therein and, to the extent that it shall determinewish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, andbe counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such the indemnifying party shall not be liable to such indemnified party under this Section 11 for any legal expenses of other counsel or any other expenses expenses, in each case subsequently incurred by such indemnified party party, in connection with the defense thereof other than reasonable costs of investigation; PROVIDED. Notwithstanding the foregoing, HOWEVER, that if (i) the indemnifying party shall not have employed counsel reasonably satisfactory to such indemnified party to take charge of the defense of such action within a reasonable time after notice of commencement of such action (so long as such failure to employ counsel is not the result of an unreasonable determination by such indemnified party that counsel selected pursuant to the immediately preceding sentence is unsatisfactory) or if the indemnifying party fails shall not have demonstrated to take the reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that satisfaction of the indemnified party believes it has failed its ability to do so; finance such defense, or (ii) if such the indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have reasonably concluded or been advised by counsel that there may be one or more legal defenses available to such indemnified party which are not could result in a conflict of interest for such counsel or prejudice the prosecution of the defenses available to the indemnifying such indemnified party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any then such case, the indemnified party shall have the right to assume or continue employ separate counsel of its own defense as set forth above (but with no more than one firm choosing, at the expense of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayedparty. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or shall consent to entry of any judgment or enter into any settlement agreement with respect to any action without the consent (which consent, in the case of an action, suit, claim or proceeding in respect of which indemnification is sought under Section 5.6(aexclusively seeking monetary relief, shall not be unreasonably withheld) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the applicable indemnified party. (dc) The members of the Shareholder Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are from the indemnifying party provided for in this Section 11 is unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of any Claims Damages referred to therein, then each the indemnifying party party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims Damages in such proportion as is appropriate to reflect the relative fault of, of the indemnifying partyparty and indemnified party in connection with the actions or omissions which resulted in such Damages, on the one hand, and the indemnified party, on the as well as any other hand, with respect to such offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact fact, has been made by, or relates to information supplied by by, such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement action or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the Damages referred to above shall be deemed to include, subject to the limitations set forth in Section 11(b) hereof, any legal and other fees and expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as connection with any other relevant equitable considerationsinvestigation or proceeding. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.6(d11(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account of the equitable considerations referred to above in this Section 11(c). Any underwriter's obligations in this Section 11(c) to contribute shall be several in proportion to the preceding sentences number of Registrable Securities underwritten by them and not joint. Notwithstanding the provisions of this Section 5.6(d11(c). The , no underwriter shall be required to contribute any amount paid or payable by an indemnified party as a result in excess of the Claims referred to above shall be deemed to include (subject amount by which the total price at which the Registrable Securities underwritten by it and distributed to the limitations set forth in Section 5.6(c) hereof) public were offered to the public exceeds the amount of any legal Damages which such underwriter has otherwise been required to pay by reason of such untrue or other fees alleged untrue statement or expenses reasonably incurred by such indemnified party in connection with investigating omission or defending any such action, proceeding or claimalleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. If indemnification is available under this Section 11, the indemnifying parties shall indemnify each indemnified party to the fullest extent provided in Section 11(a) hereof without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 11(c). (d) The provisions of this Section 11 shall be in addition to any liability which any party may have to any other party and shall survive any termination of this Agreement. The indemnification provided by this Section 11 shall survive the Transfer of such Registrable Securities by the Holders and shall remain in full force and effect irrespective of any investigation made by or on behalf of an indemnified party.

Indemnification; Contribution. (a) The Company Issuer of the securities to be registered in the relevant registration shall, and it hereby agrees to, indemnify and hold harmless each member of the Shareholder Group DoCoMo and its respective directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Registrable SharesSecurities, against any losses, claims, damages or liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counsel) (collectively, "CLAIMS"“Claims”) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company Issuer as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company Issuer shall, and it hereby agrees to, reimburse periodically Parent DoCoMo or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDEDprovided, HOWEVERhowever, that the Company Issuer shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, (i) in reliance upon and in conformity with information furnished to the Company Issuer by the Shareholder Group DoCoMo or any underwriter or representative of the Shareholder Group DoCoMo expressly for use therein, or by the Shareholder Group's DoCoMo’s failure to furnish the CompanyIssuer, upon request, with the information with respect to the Shareholder GroupDoCoMo, or any underwriter or representative of the Shareholder GroupDoCoMo, or the Shareholder Group's DoCoMo’s intended method of distribution, that is the subject of the untrue statement or omission or (ii) if the Company Issuer shall sustain the burden of proving that the Shareholder Group DoCoMo or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company Issuer had previously furnished copies thereof to the Shareholder Group DoCoMo or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group DoCoMo shall, and hereby agree, severally and not jointly, agrees to (i) indemnify and hold harmless AT&T, with respect to the Companyregistration of Current Wireless Tracking Stock, or AT&T Wireless, with respect to the registration of AT&T Wireless Common Stock, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable SharesSecurities, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of DoCoMo as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to AT&T or AT&T Wireless, as the Company case may be, by the Shareholder Group DoCoMo expressly for use therein, and (ii) periodically reimburse AT&T or AT&T Wireless, as the Company case may be, for any legal or other out-of-pocket expenses reasonably incurred by AT&T or AT&T Wireless, as the Company case may be, in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a7.6(a) or Section 5.6(b7.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a7.6(a) or Section 5.6(b7.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDEDprovided, HOWEVERhowever, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which that is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which that are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's ’s fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel (and one local counsel per jurisdiction) for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a7.6(a) or Section 5.6(b7.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group DoCoMo, AT&T and the Company AT&T Wireless agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a7.6(a) or 5.6(b7.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' ’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d7.6(d) were to be determined by pro rata allocation or by any other method of allocation which that does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d7.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c7.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities ActAct or any successor provision thereof) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities pursuant to this Article VI, the Company shall, and it hereby agrees to, to indemnify and hold harmless harmless, to the fullest extent permitted by applicable Law, each member of the Shareholder Group Investors and its their respective Affiliates, the Investor Representatives and each of their respective Affiliates, and each Person who controls an Investor or the Investor Representatives within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and the directors, officers, employees and controlling Personsemployees, if any, and each underwriter, its partners, directorsaffiliates, officersmembers, employees managers, shareholders, assignees and controlling Persons, if any, in any offering or sale representatives of each of the Registrable Sharesforegoing (collectively, the “Indemnified Persons”) from and against any and all losses, claims, damages or damages, liabilities, judgments, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counselattorneys’ fees) (collectively, "CLAIMS"“Losses”) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), joint or actions or proceedings in respect thereof, arise several arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementpart of any Registration Statement, or any preliminary or final prospectus contained thereinor other disclosure document used in connection with the Registrable Securities, any Issuer FWP or any amendment or supplement theretoto any of the foregoing, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse periodically Parent or any such underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Claims; PROVIDED, HOWEVER, that the Company shall not be liable to any such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with information furnished to the Company by the Shareholder Group or any underwriter or representative of the Shareholder Group expressly for use therein, or by the Shareholder Group's failure to furnish the Company, upon request, with the information with respect to the Shareholder Group, or any underwriter or representative of the Shareholder Group, or the Shareholder Group's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholder Group or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to the Shareholder Group or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) The members of the Shareholder Group shall, and hereby agree, severally and not jointly, to (i) indemnify and hold harmless the Company, its directors, officers, employees and controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Persons, if any, in any offering or sale of Registrable Shares, against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of a prospectus, in each case only the light of the circumstances under which they were made) not misleading or (ii) any violation or alleged violation by the Company or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the extent Company or any of its Subsidiaries and relating to action or inaction in connection with any such registration, Registration Statement, other disclosure document or Issuer FWP; provided, however, that the Company will not be required to indemnify any Indemnified Person for any Losses resulting from any such untrue statement or alleged omission if such untrue statement or omission or alleged omission was made in reliance on and in conformity with information with respect to any Indemnified Person furnished to the Company in writing by the Investors expressly for use therein. (b) In connection with any Registration Statement, preliminary or final prospectus, or Issuer FWP, each Investor agrees to indemnify, severally and not jointly, the Company, its Directors, its officers who sign such Registration Statement and each Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from the Company to the Investors, but only with respect to information with respect to such Investor furnished to the Company in writing by such Investor expressly for use in such Registration Statement, preliminary or final prospectus, or Issuer FWP to the extent such information is included therein in reliance upon and in conformity with written the information furnished to the Company by the Shareholder Group such Investor expressly for use therein; provided, and (ii) reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred by the Company in connection with investigating or defending any such Claim. (c) Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requestedhowever, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and that in no event shall such omission relieve the indemnifying party from any other Investor’s liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the indemnifying party shall be liable for any expenses therefor (including, without limitation, any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The members of the Shareholder Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Sections 5.6(a) or 5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.this