Common use of Indemnification of the Purchaser Clause in Contracts

Indemnification of the Purchaser. Subject to the provisions of this Section 4.6, SMSA will indemnify and hold the Purchaser and his representatives and agents (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA who is not an Affiliate of Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA in writing, and SMSA shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA and the position of such Purchaser Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSA’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.7, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such the Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchaserthe Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchaserthe Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by the Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such the Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any the Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the each Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls each Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against each Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligencenegligence or willful misconduct), willful misconduct or malfeasance)(c) in connection with the Registration Statement the Company will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the each Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred; provided, however, that if it is subsequently determined by a final, non-appealable judgment of a court of competent jurisdiction that each Purchaser was not entitled to receive such payments, each Purchaser shall promptly (but in no event later than five (5) Business Days) return such payments to the Company. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (including local counsel, if retained) that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or Documents, (b) any action Action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action Action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by Purchaser of state or federal securities laws shareholder or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance)gross negligence) or (c) any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. If any action Action shall be brought against any the Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action Action there is, in the reasonable opinion of counselthe Purchaser Party, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel (in addition to local counsel, if retained). SMSA The Company will not be liable to any the Purchaser Party under this Agreement (y) for any settlement by a the Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any the Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The Purchaser Parties shall have the right to settle any Action against any of them by the payment of money provided that they cannot agree to any equitable relief and the Company, its officers, directors and Affiliates receive unconditional releases in customary form. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. To extent that the Company has made any periodic payments pursuant to the foregoing sentence, and there is a later final and binding determination that the Company was not liable in respect of the related indemnification obligations hereunder, the Company may offset the amounts owing under the Note against such payments. The indemnity agreements contained herein shall be in addition to any cause of Action or similar right of the Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.6, SMSA The Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, managers, partners, employees, agents, successors and agents assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, managers, members, partners, employees, agents, successors and permitted assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Person (each, a an “Purchaser PartyIndemnified Person”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs costs, interest and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and expenses and costs of investigation investigation, preparation and defense (collectively, “Losses”) that any such Purchaser Party Indemnified Person may suffer or incur as a result of or relating to (ai) any breach of or inaccuracy in any of the representationsrepresentations or warranties made by the Company in this Agreement, warranties, (ii) any breach or default in performance of any of the covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents Agreement, or (biii) any action instituted against Purchaser an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any stockholder Governmental Authority, shareholder of SMSA the Company or any other Person who is not an Affiliate of Purchasersuch Indemnified Person, with respect to any arising out of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA in writing, and SMSA shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA Agreement and the position of such Purchaser Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counselother Transaction Documents. SMSA The Company will not be liable to any Purchaser Party Indemnified Person under this Agreement (y) for any settlement by a Purchaser Party effected without SMSA’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser PartyIndemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party Indemnified Person in this Agreement. Any indemnification payment made pursuant to this Agreement or in the other Transaction Documentsshall be treated as an adjustment to purchase price for Tax purposes, except as otherwise required by Law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Parties, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Parties may have with any such stockholder or any violations by such Purchaser Parties of state or federal securities laws or any conduct by such Purchaser Parties which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.7, SMSA the Company will indemnify and hold the Purchaser, Seaside 88 Advisors, LLC, and their respective directors, officers, shareholders, members, partners, employees, agents and Affiliates (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Affiliate, each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and his representatives Section 20 of the Exchange Act), and agents the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of the Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of the Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others, and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.6Section, SMSA the Company will indemnify and hold the Purchaser, and their respective directors, officers, shareholders, members, partners, employees, agents and Affiliates (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Affiliate, each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and his representatives Section 20 of the Exchange Act), and agents the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of the Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of the Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others, and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the each Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents agents, including, without limitation, the Placement Agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasance)misconduct. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, counsel a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any such Purchaser Party’s breach of any of the representations, warranties, covenants covenants, or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.67.14, SMSA from and after the Effective Date for a period of one (1) year, the Company will indemnify and hold the Purchaser and his representatives the directors, officers, shareholders, members, partners, employees and agents (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title) of the Purchaser (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliatesaffiliates, by any stockholder of SMSA the Company who is not an Affiliate affiliate of Purchasersuch Purchaser Parties, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Parties may have with any such stockholder or any violations by such Purchaser Parties of state or federal securities laws or any conduct by such Purchaser Parties which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 7.14 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity obligation contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.6, SMSA will Robocom and AgriVest will, jointly and severally, indemnify and hold the Purchaser and his representatives and agents (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA Robocom or AgriVest in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA Robocom or AgriVest who is not an Affiliate of Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA Robocom and AgriVest in writing, and SMSA Robocom and AgriVest shall have the right to assume the defense thereof with counsel of its their own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA Robocom and AgriVest in writing, (ii) SMSA has Robocom and AgriVest have failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA Robocom and/or AgriVest, on the one hand, and the position of such Purchaser Party, on the other hand, in which case SMSA Robocom and AgriVest shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA Neither Robocom nor AgriVest will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSARobocom’s and AgriVest’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.2, SMSA the Company will indemnify and hold the Purchaser and his representatives its Affiliates, directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or Agreement, and (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA who is not an Affiliate of Purchaser, with respect to any of the transactions contemplated by the Transaction Documents this Agreement (unless such action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents this Agreement or any agreements or understandings such Purchaser Party may have with any such stockholder shareholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel (not to exceed 90 days) or (iii) in such action there is, in the reasonable opinion of counsel, is a material conflict or potential conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counselcounsel and local counsel and shall pay such fees and expenses as incurred. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; provided, however, that if at any time a Purchaser Party shall have requested the Company to reimburse such Purchaser Party for fees and expenses of counsel as contemplated by this Section 4.2, the Company agrees that it shall be liable for any settlement of any proceeding effected without their written consent if (i) such settlement is entered into more than 30 days after receipt by such Purchaser Party of the aforesaid request, (ii) the Company shall have received notice of the terms of such settlement at least 10 days prior to such settlement being entered into, and (iii) the Company shall not have reimbursed the Purchaser Party in accordance with such request; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement Agreement. The Company shall not, without the prior written consent of the Purchaser, not to be unreasonably withheld, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any Purchaser Party is or could have been a party and indemnity was or could have been sought hereunder by such Purchaser Party, unless such settlement, compromise or consent (i) includes an unconditional release of such Purchaser Party from all liability on claims that are the other Transaction Documentssubject matter of such action, suit or proceeding and (ii) does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any Purchaser Party. The indemnification required by this Section 4.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.6, SMSA The Seller and BTHCX will indemnify and hold the Purchaser and his its directors, officers, shareholders, members, managers, partners, officers, employees, representatives and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who “controls” the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Seller or BTHCX in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Seller or BTHCX who is not an Affiliate of Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA the Seller and BTHCX in writing, and SMSA the Seller or BTHCX shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Seller and BTHCX in writing, (ii) SMSA the Seller or BTHCX has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Seller or BTHCX and the position of such Purchaser Party, in which case SMSA the Seller and BTHCX shall jointly and severally be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Seller and BTHCX will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Seller and BTHCX’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.

Indemnification of the Purchaser. Subject In addition to the provisions of this Section 4.6indemnity provided in the Investment Agreement, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, a an “Purchaser PartyIndemnified Person”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party Indemnified Person may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (bii) any action instituted against Purchaser a Indemnified Person in any capacity, or any of them or their respective Affiliatesaffiliates, by any stockholder shareholder of SMSA the Company who is not an Affiliate affiliate of Purchasersuch Indemnified Person, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA in writing, and SMSA shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA and the position of such Purchaser Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party Indemnified Person under this Agreement (y) for any settlement by a Purchaser Party effected without SMSA’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser PartyIndemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party Indemnified Person in this Agreement or in the other Transaction DocumentsDocuments or attributable to the gross negligence or willful misconduct on the part of such Indemnified Person.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.5, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, employees and agents Affiliates (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable and documented out-of-pocket attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by a Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.5 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred; provided, however, that if it is subsequently determined by a final, non-appealable judgment of a court of competent jurisdiction that the Purchaser was not entitled to receive such payments, the Purchaser shall promptly (but in no event later than five (5) Business Days) return such payments to the Company. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or Documents, (b) any action instituted against Purchaser Party in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of PurchaserPurchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of PurchaserPurchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser Party may have with any such stockholder or any violations by Purchaser Party of state or federal securities laws or any conduct by Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance)) or (c) any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.2, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or Agreement, (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents this Agreement (unless such action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents this Agreement or any agreements or understandings such Purchaser Party may have with any such stockholder shareholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance), (c) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or part thereof), or the Prospectus, (d) any omission or alleged omission to state a material fact required to be stated in such Registration Statement or the Prospectus, or necessary to make the statements made therein not misleading. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, is a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counselcounsel and local counsel and shall pay such fees and expenses as incurred. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; provided, however, that if at any time a Purchaser Party shall have requested the Company to reimburse such Purchaser Party for fees and expenses of counsel as contemplated by this Section 4.2, the Company agrees that its shall be liable for any settlement of any proceeding effected without their written consent if (i) such settlement is entered into more than 30 days after receipt by such Purchaser Party of the aforesaid request, (ii) the Company shall have received notice of the terms such settlement at least 10 days prior to such settlement being entered into, and (iii) the Company shall not have reimbursed the Purchaser Party in accordance with such request; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement Agreement. The Company shall not, without the prior written consent of the Purchaser, not to be unreasonably withheld, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any Purchaser Party is or could have been a party and indemnity was or could have been sought hereunder by such Purchaser Party, unless such settlement, compromise or consent (i) includes an unconditional release of such Purchaser Party from all liability on claims that are the other Transaction Documentssubject matter of such action, suit or proceeding and (ii) does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any Purchaser Party. The indemnification required by this Section 4.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. (a) Subject to the provisions of this Section 4.66.1, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to to: (a) any untrue representation, misrepresentation, breach of warranty or non-fulfillment of any covenant, agreement or other obligation by or of the representations, warranties, covenants Company or agreements made by SMSA any subsidiary contained in this Agreement any Transaction Document or in any certificate, document, or instrument delivered by the other Transaction Documents Company to the Purchaser; or (b) any action instituted against any Purchaser in any capacityParty, or any of them or their respective Affiliatesaffiliates, by any stockholder of SMSA the Company who is not an Affiliate affiliate of such Purchaser Party, solely as a result of such Purchaser, with respect to any ’s acquisition of the transactions contemplated by the Transaction Documents Securities pursuant to this Agreement (unless such action is pleaded with particularity as follows and based upon a breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If . (b) The Purchaser shall promptly notify the Company of any claim, demand, action or proceeding for which indemnification will be sought under this Agreement; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall be not relieve the Company of its obligations under this Section 6.1 except to the extent that the Company is actually prejudiced by such failure to give notice. (c) In case any such action, proceeding or claim is brought against any Purchaser Party in respect of which indemnity may indemnification is sought hereunder, the Company shall be sought pursuant entitled to this Agreementparticipate in and, Purchaser Party shall promptly notify SMSA unless in writingthe reasonable, and SMSA shall have the right to assume the defense thereof with counsel good-faith judgment of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses a conflict of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue interest between the position of SMSA it and the position of Company exists with respect to such Purchaser Partyaction, proceeding or claim (in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one separate counsel for the Purchaser Parties), to assume the defense thereof with counsel reasonably satisfactory to the Purchaser. If the Company elects to defend any such action or claim, then the Purchaser Parties shall be entitled to participate in such defense (but not control) with counsel of their choice at their sole cost and expense (except that the Company shall remain responsible for the reasonable fees and expenses of one separate counselcounsel for the Purchaser Parties in the event in the reasonable, good-faith judgment of the Purchaser a conflict of interest between the Purchaser Parties and the Company exists). (d) In the event that the Company advises the Purchaser Parties that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Purchaser Parties may, at their option, defend, settle or otherwise compromise or pay such action or claim. SMSA will not In any event, unless and until the Company elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Purchaser Parties’ costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be liable losses subject to indemnification hereunder. (e) The parties shall cooperate fully with each other in connection with any Purchaser Party under this Agreement (y) for negotiation or defense of any such action or claim and shall furnish to the other party all information reasonably available to such party which relates to such action or claim. Each party shall keep the other party fully apprised at all times as to the status of the defense or any settlement by a Purchaser Party effected negotiations with respect thereto. (f) Notwithstanding anything in this Section 6.1 to the contrary, the Company shall not, without SMSAthe Purchaser’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which shall imposes any future obligation on any Purchaser Party or which does not be unreasonably withheld include, as an unconditional term thereof, the giving by the claimant or delayed; or (z) the plaintiff to the extent, but only Purchaser Parties of a release from all liability in respect of such claim. The indemnification obligations to defend the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any Parties required by this Section shall be made by periodic payments of the representationsamount thereof during the course of investigation or defense, warrantiesas and when the loss is incurred, covenants so long as the Purchaser Parties shall refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (i) any cause of action or agreements made by such similar rights of the Purchaser Party in this Agreement Parties against the Company or in others, and (ii) any liabilities the other Transaction DocumentsCompany may be subject to pursuant to applicable law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.6, SMSA The Company will indemnify and hold the each Individual Purchaser and his representatives their directors, officers, shareholders, members, managers, partners, employees, agents, successors and agents assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls any Individual Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, managers, members, partners, employees, agents, successors and permitted assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Person (each, a an “Purchaser PartyIndemnified Person”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs costs, interest and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and expenses and costs of investigation investigation, preparation and defense (collectively, “Losses”) that any such Purchaser Party Indemnified Person may suffer or incur as a result of or relating to (ai) any breach of or inaccuracy in any of the representationsrepresentations or warranties made by the Company in this Agreement, warranties, (ii) any breach or default in performance of any of the covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents Agreement, or (biii) any action instituted against Purchaser an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any stockholder Governmental Authority, shareholder of SMSA the Company or any other Person who is not an Affiliate of Purchasersuch Indemnified Person, with respect to any arising out of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA in writing, and SMSA shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA Agreement and the position of such Purchaser Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counselother Transaction Documents. SMSA The Company will not be liable to any Purchaser Party Indemnified Person under this Agreement (y) for any settlement by a Purchaser Party effected without SMSA’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser PartyIndemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party Indemnified Person in this Agreement. Any indemnification payment made pursuant to this Agreement or in the other Transaction Documentsshall be treated as an adjustment to purchase price for Tax purposes, except as otherwise required by Law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser Purchaser, its Affiliates, and his representatives their respective directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser or any of its Affiliates (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents Documents, or (b) any action instituted against Purchaser in any capacitythe Purchaser, or any of them or their respective its Affiliates, by any stockholder shareholder of SMSA the Company who is not an Affiliate of Purchaserthe Purchaser or any governmental or regulatory agency, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a material breach of the Purchaser’s representations, warranties or covenants under of the Transaction Documents or any agreements or understandings the Purchaser may have with any such stockholder shareholder or any material violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (yx) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; delayed or (zy) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.65.7, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 5.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.7, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Affiliate, each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of the Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of the Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the such Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others, and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.10, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, managers, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder shareholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser which Party that constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a the Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld withheld, delayed, denied, or delayedconditioned; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.10, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, managers, partners, employees and agents agents, each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, managers, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time (in all cases at least a minimum of 10 days from the date that the Company is notified in writing by the Purchaser Party of such action) to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred, subject to reimbursement by the applicable Purchaser Party if a final judicial judgment is made (that can no longer be appealed whatsoever) that such Purchaser Party was not entitled to an indemnity due to the reasons set forth in sub-clauses (y) and (z) in the immediately foregoing sentence. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.6, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees, and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners, or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs costs, and expenses, including all judgments, amounts paid in settlements, court costs costs, and reasonable attorneys’ fees and costs of investigation that any such the Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants covenants, or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchaserthe Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchaserthe Purchaser Party’s representations, warranties warranties, or covenants under the Transaction Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by the Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, or willful misconduct or malfeasancemisconduct). If any action shall be brought against any the Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any The Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such the Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any the Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage damage, or liability is attributable to any the Purchaser Party’s breach of any of the representations, warranties, covenants covenants, or agreements made by such the Purchaser Party in this Agreement or in the other Transaction Documents.. The indemnification required by this Section

Indemnification of the Purchaser. Subject Except as otherwise provided in this Article IX, the Seller (the “Seller Indemnifying Party”) agrees to the provisions of this Section 4.6indemnify, SMSA will indemnify defend and hold harmless each of the Purchaser and his representatives its Affiliates and agents their respective officers, directors, agents, employees, subsidiaries, partners, members and controlling persons (each, a “Purchaser Indemnified Party”) harmless to the fullest extent permitted by law from and against any and all losses, liabilitiesinjuries, obligationsdemands, claimssettlements, contingenciesfines, penalties, Claims (including, without limitation, any Claim by a third party), damages, costs expenses (including reasonable fees, disbursements and expensesother charges of counsel incurred by the Purchaser Indemnified Party in any action between the Seller Indemnifying Party and the Purchaser Indemnified Party or between the Purchaser Indemnified Party and any third party or otherwise) or other liabilities (collectively, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer “Losses”) resulting from or incur as a result of or relating to arising out of: (ai) any breach of any representation or warranty by Seller in this Agreement (including any breach of a representation or warranty in Article IV which, for the avoidance of doubt, shall be the responsibility solely of Seller making the relevant representation in such Article) or any certificate delivered by Seller pursuant to this Agreement (except for the Estimated Closing Purchase Price Certificate); or (ii) any breach of any covenant or agreement by Seller in this Agreement; provided that, for purposes of this Section 9, the representations, warranties, covenants or and agreements made by SMSA in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA who is not an Affiliate of Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action herein shall be brought against deemed to have been made without any Purchaser Party qualifications as to materiality and, accordingly, all references herein to “material,” “in respect of which indemnity may be sought pursuant all material respects” and similar qualifications as to this Agreement, Purchaser Party shall promptly notify SMSA in writing, and SMSA shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA and the position of such Purchaser Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSA’s prior written consent, which materiality shall not be unreasonably withheld deemed as limiting or delayed; or (z) to the extent, but only to the extent that prohibiting Purchaser from submission of a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documentsclaim for indemnification hereunder.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, managers, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and his representatives Section 20 of the Exchange Act), and the directors, officers, shareholders, members, managers, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (including local counsel, if retained) that any such the Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or Documents, (b) any action instituted against the Purchaser Party in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchaserthe Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaserthe Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by the Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes fraud, gross negligencenegligence or willful misconduct) or (c) any untrue or alleged untrue statement of a material fact contained in any registration statement, willful misconduct any prospectus or malfeasance)any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. If any action shall be brought against any the Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any The Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counselthe Purchaser Party, a material conflict on any material issue between the position of SMSA the Company and the position of such the Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel (in addition to local counsel, if retained). SMSA The Company will not be liable to any the Purchaser Party under this Agreement (y) for any settlement by a the Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any the Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction Documents. The Purchaser Party shall have the right to settle any action against it by the payment of money by the Company provided that it cannot agree to any equitable reliefs and the Company, its officers, directors and Affiliates receive unconditional releases in customary form. The indemnification required by this Section 4.8 shall be made by periodic payments of the attorney’s fees and costs in addition to a reasonable initial retainer during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (including local counsel, if retained) that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by Purchaser of state or federal securities laws shareholder or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasancegross negligence). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counselcounsel to the Purchaser Party, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel (in addition to local counsel, if retained). SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.Transaction

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.7, SMSA for the twelve (12) month period following the date hereof, the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct misconduct, malfeasance or malfeasancebad faith). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction DocumentsDocuments or a Purchaser Party’s fraud, gross negligence, willful misconduct, malfeasance or bad faith. The indemnification required by this Section 4.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.6, SMSA The Company will indemnify and hold the Purchaser and his representatives its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Person (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (ai) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (bii) any action instituted against a Purchaser Party in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA in writing, and SMSA shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA and the position of such Purchaser Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSA’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent extent, that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in attributable to the other Transaction Documentsgross negligence or willful misconduct on the part of such Purchaser Party.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.9, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against any Purchaser Party in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchaserthe Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaserthe Purchase’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing choice that is reasonably acceptable to the Purchaser PartyParty being sued. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such the Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (yx) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zy) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser PartyPurchaser’s breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction DocumentsDocuments or the Purchaser Party’s willful misconduct. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnification contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to under applicable laws.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.5, SMSA the Company will indemnify and hold the Purchaser and his representatives the Purchaser’s directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such the Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any regulatory agency or stockholder of SMSA the Company who is not an Affiliate of Purchaserthe Purchaser Party, with respect to any of the transactions contemplated Transactions or regulatory filings made by the Transaction Documents Company in connection therewith (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchaserthe Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by the Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any the Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA each of the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA has the Company have failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such the Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a the Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any the Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.5 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (including local counsel, if retained) that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or Documents, (b) any action Action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action Action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by Purchaser of state or federal securities laws shareholder or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance)gross negligence) or (c) any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. If any action Action shall be brought against any the Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action Action there is, in the reasonable opinion of counselthe Purchaser Party, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel (in addition to local counsel, if retained). SMSA The Company will not be liable to any the Purchaser Party under this Agreement (y) for any settlement by a the Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any the Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The Purchaser Parties shall have the right to settle any Action against any of them by the payment of money provided that they cannot agree to any equitable relief and the Company, its officers, directors and Affiliates receive unconditional releases in customary form. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of Action or similar right of the Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.6, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser Party in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA who is not an Affiliate of Purchaser, the Company with respect to any of the transactions contemplated by the Transaction Documents (unless except to the extent such action is pleaded with particularity as follows and based upon a breach of the Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (yA) for any settlement by a such Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; , or (zB) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction Documents.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.4, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (eachand any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a “functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Person (the "Purchaser Party”") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs of investigation that any such Purchaser Party may suffer or incur incur, as a result of or relating to (a) third party claims against Purchaser relating to any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA who is not an Affiliate of Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance)Documents. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA in writing, and SMSA shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA and the position of such Purchaser Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSA’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any the Purchaser Party’s 's breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction Documents.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligencenegligence or willful misconduct), willful misconduct or malfeasance)(c) in connection with any registration statement of the Company providing for the resale by the Purchaser of the Warrant Shares or Unregistered Conversion Shares issued and issuable upon exercise of the Warrants or the Unregistered Prefunded Warrants or conversion of the Unregistered Preferred Shares, as applicable, the Company will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder shareholders of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder shareholders or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to The Parent, the provisions of this Section 4.6Issuer and the Subsidiary Guarantors (each, SMSA an “Indemnifying Party”) will jointly and severally indemnify and hold the Purchaser and his representatives its directors, managers, officers, shareholders, members, partners, employees and agents (each, a an “Purchaser Indemnified Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Indemnified Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA an Indemnifying Party in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser in any capacity, or any of them or their respective Affiliates, Indemnified Party by any stockholder shareholder of SMSA an Indemnifying Party who is not an Affiliate affiliate of the Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of the Purchaser’s representationsrepresentation, warranties or covenants under any of the Transaction Documents or any agreements or understandings the Purchaser may have with any such stockholder shareholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance); provided, that in no event shall the Parent, the Issuer or a Subsidiary Guarantor be liable for any indirect, incidental, special or consequential damages or damages for loss of profits incurred by an Indemnified Party, whether in an action in contract or tort, even if the Parent, the Issuer and the Subsidiary Guarantors have been advised of the possibility of such damages. If any action shall be brought against any Purchaser Indemnified Party in respect of which indemnity may be sought pursuant to this AgreementSection 4.38, Purchaser such Indemnified Party shall promptly notify SMSA the Parent in writing, and SMSA the Indemnifying Party shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Partychoosing. Any Purchaser Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Indemnified Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Parent in writing, (ii) SMSA the Parent has failed after a reasonable period of time following such Indemnified Party’s written request that it do so, to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of SMSA the Indemnifying Party and the position of such Purchaser Indemnified Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Indemnifying Party will not be liable to any Purchaser Indemnified Party under this Agreement (yi) for any settlement by a Purchaser an Indemnified Party effected without SMSAthe Parent’s prior written consent, which shall not be unreasonably withheld or delayed; or (zii) to the extent, but only to the extent extent, that a loss, claim, damage or liability is attributable to any Purchaser such Indemnified Party’s wrongful actions or omissions or gross negligence, or to such Indemnified Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Indemnified Party in this Agreement or in the other Transaction Documents.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.6, SMSA will (a) Each Seller shall severally (but not jointly or jointly and severally) indemnify and hold harmless the Purchaser Purchaser, its Affiliates (including following the Closing, each of the Group Companies) and his representatives their respective successors and their respective shareholders, officers, directors, employees and agents (eachcollectively, a the “Purchaser PartyIndemnified Parties”) harmless from and against any and all lossesLosses that may be paid, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation suffered or incurred by any Purchaser Indemnified Party that any such Purchaser Party may suffer or incur as a result arise out of or relating to result from (aincluding any allegations of third parties that if true would constitute): (i) any inaccuracy in or any breach of any Fundamental Representation made by such Seller; (ii) any failure by such Seller to perform or fulfill any of the representations, warranties, its covenants or agreements required to be performed by such Seller under this Agreement; (iii) any failure by the Company to perform or fulfill any of its covenants or agreements required to be performed by the Company under this Agreement prior to or on the Closing; (iv) any indemnification or exculpation claims against any Group Company by any past or present Seller Related Directors and Officers (whether such claims are under applicable Law, any current indemnification agreement, this Agreement or otherwise); (v) any MIP Payment or the Globeleq Management Incentive Plan; or (vi) any Action relating to any matter referred to in clauses (i) through (v) above (including any Action commenced by any Purchaser Indemnified Parties for the purpose of enforcing any of its rights under this Agreement, including this Section 8.2(a)). (b) The Purchaser Indemnified Parties shall be indemnified and held harmless from the Special Policy from and against any and all Losses that may be paid, suffered or incurred by any Purchaser Indemnified Party that arise out of or result from (including any allegations of third parties that if true would constitute): (i) any inaccuracy in or any breach of any representation and warranty made by SMSA any Seller or the Company in this Agreement or in any Transaction Document; (ii) any failure by any Seller or the other Company to perform or fulfill any of its covenants or agreements required to be performed by such Seller or the Company under this Agreement or any Transaction Documents; (iii) any failure by the Company to perform or fulfill any of its covenants or agreements required to be performed by the Company under this Agreement or any Transaction Documents prior to or on the Closing; (iv) any Pre-Closing Taxes; or (bv) any action instituted against Action relating to any matter referred to in clauses (i) through (v) above (including any Action commenced by any Purchaser in any capacity, or Indemnified Parties for the purpose of enforcing any of them or their respective Affiliates, by any stockholder of SMSA who is not an Affiliate of Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants its rights under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA in writing, and SMSA shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA and the position of such Purchaser Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA will not be liable to any Purchaser Party under including this Agreement (y) for any settlement by a Purchaser Party effected without SMSA’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction DocumentsSection 8.2(b)).

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (including local counsel, if retained) that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or Documents, (b) any action Action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action Action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by Purchaser of state or federal securities laws shareholder or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance)gross negligence) or (c) any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. If any action Action shall be brought against any the Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action Action there is, in the reasonable opinion of counselthe Purchaser Party, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel (in addition to local counsel, if retained). SMSA The Company will not be liable to any the Purchaser Party under this Agreement (y) for any settlement by a the Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any the Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.. The Purchaser Parties shall have the right to settle any Action against any of them by the payment of money provided that they cannot agree to any equitable relief and the Company, its officers, directors and Affiliates receive unconditional releases in customary form. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. To extent that the Company has made any periodic payments pursuant to the foregoing sentence, and there is a later final and binding determination that the Company was not liable in respect of the related indemnification obligations hereunder, the Company may offset the amounts owing under the Note against such payments. The indemnity agreements contained herein shall be in addition to any cause of Action or similar right of the Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law. ​ ​

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.4, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by Section 4.4 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred; provided, however, that if it is subsequently determined by a final, non-appealable judgment of a court of competent jurisdiction that the Purchaser was not entitled to receive such payments, the Purchaser shall promptly (but in no event later than five (5) Business Days) return such payments to the Company. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.9, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, managers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, managers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchaserthe Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaserthe Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such the Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (yx) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zy) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnification contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligencenegligence or willful misconduct), willful misconduct or malfeasance)(c) in connection with any registration statement of the Company providing for the resale by the Purchaser of the Preferred Investment Option Shares or Conversion Shares issued and issuable upon exercise of the Preferred Investment Options or conversion of the Preferred Stock, as applicable, the Company will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.4, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach untrue statement or alleged untrue statement of any of the representations, warranties, covenants or agreements made by SMSA in this Agreement or material fact contained in the other Transaction Documents or (b) any action instituted against Purchaser in any capacitySEC Documents, or any arise out of them or their respective Affiliates, by any stockholder of SMSA who is not an Affiliate of Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and are based upon the omission or alleged omission to state in the SEC Documents of a breach of Purchaser’s representations, warranties material fact required to be stated therein or covenants under necessary to make the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance)statements therein not misleading. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser or its Affiliates in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of the Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of the Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counselcounsel to the Company, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.10, SMSA the Company will indemnify and hold the Purchaser and his its directors, officers, shareholders, members, managers, partners, officers, employees, representatives and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who “controls” the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.5, SMSA the Company will indemnify and hold the each Purchaser and his representatives its directors, officers, shareholders, members, partners, employees, agents and agents Affiliates (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls each Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable and documented out-of-pocket attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacitycapacity (including a Purchaser Party’s status as an investor), or any of them or their respective Affiliates, by the Company or any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by a Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA and, except with respect to direct claims brought by the Company, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counselcounsel to the applicable Purchaser Party, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.5 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred; provided, however, that if it is subsequently determined by a final, non-appealable judgment of a court of competent jurisdiction that each Purchaser was not entitled to receive such payments, each Purchaser shall promptly (but in no event later than five (5) Business Days) return such payments to the Company. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.9, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against any Purchaser Party in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchaserthe Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaserthe Purchase’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing choice that is reasonably acceptable to the Purchaser PartyParty being sued. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such the Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (yx) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zy) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser PartyPurchaser’s breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction DocumentsDocuments or the Purchaser Party’s negligence or willful misconduct. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnification contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to under applicable laws.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its managers, officers, members, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Person (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such the Purchaser Party may suffer or incur incur, as a result of or of, relating to or arising out of (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Golisano Investment Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Golisano Investment Documents (unless except to the extent such action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA in writing, and SMSA shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA and the position of such Purchaser Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSA’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Golisano Investment Documents). The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by a Purchaser Party, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any Purchaser Party or any representative of any Purchaser Party.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, managers, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, members, managers, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (including local counsel, if retained) that any such the Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or Documents, (b) any action instituted against the Purchaser Party in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchaserthe Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaserthe Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by the Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes fraud, gross negligencenegligence or willful misconduct) or (c) any untrue or alleged untrue statement of a material fact contained in any registration statement, willful misconduct any prospectus or malfeasance)any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. If any action shall be brought against any the Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any The Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counselthe Purchaser Party, a material conflict on any material issue between the position of SMSA the Company and the position of such the Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel (in addition to local counsel, if retained). SMSA The Company will not be liable to any the Purchaser Party under this Agreement (y) for any settlement by a the Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any the Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction Documents. The Purchaser Party shall have the right to settle any action against it by the payment of money by the Company provided that it cannot agree to any equitable reliefs and the Company, its officers, directors and Affiliates receive unconditional releases in customary form. The indemnification required by this Section 4.8 shall be made by periodic payments of the attorney’s fees and costs in addition to a reasonable initial retainer during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to Sections 8.4 and 8.7 and the other provisions of this Section 4.6Article VIII, SMSA will indemnify from and after the Closing Date, the Indemnifying Party hereby agrees to indemnify, defend and hold harmless the Purchaser and his representatives its Controlled subsidiaries (including, following the Closing, the Group Companies), their respective Representatives and agents the heirs, executors, successors and assigns of any of the foregoing (each, a the “Purchaser Indemnified Party”) harmless from ), against and in respect of any and all losses, liabilitiesinterest, obligationspenalties, claimscosts, contingencies, damages, costs and expenses, including all Actions, Liabilities, Taxes, judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs deficiencies or damages but for the avoidance of investigation that doubt not including any such Purchaser amounts incurred in connection with any indemnification claim hereunder by the Indemnified Party may suffer to the extent that the Indemnified Party is not successful in such claim (all of the foregoing collectively, “Losses”) paid, suffered, incurred or incur sustained by, or imposed upon the Indemnified Party to the extent arising in whole or in part out of or as a result of or relating to in connection with (whether or not involving a Third Party Claim): (a) the failure of any representation or warranty of the Seller contained herein to be true and correct as of the Agreement Date and as of the Closing Date as if made at the Closing; (b) any breach of any of the representationscovenant, warranties, covenants agreement or agreements undertaking made by SMSA in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA who is not an Affiliate of PurchaserSeller or, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA in writing, and SMSA shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable periods prior to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in Closing Date, any such action and participate in the defense thereofGroup Company, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA and the position of such Purchaser Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSA’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in any Additional Agreement; (c) any amounts owing to the Purchaser pursuant to Section 2.8; (d) any pre-Closing Indebtedness of the Group Companies other Transaction Documentsthan the Assumed Indebtedness; (e) the Special Tax Indemnity; or (f) the Reorganization Tax Indemnity.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.9, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against any Purchaser Party in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchaserthe Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaserthe Purchase’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing choice that is reasonably acceptable to the Purchaser PartyParty being sued. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such the Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (yx) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zy) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser PartyPurchaser’s breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnification contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to under applicable laws.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.65.6, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Parties, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Parties may have with any such stockholder or any violations by such Purchaser Parties of state or federal securities laws or any conduct by such Purchaser Parties which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA and the position of such Purchaser Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSA’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.6, SMSA a. The Company will indemnify and hold harmless the Purchaser and his representatives its affiliates and its and their directors, officers, managers, employees and agents (each, a an “Purchaser Indemnified Party”) harmless to the fullest extent permitted by law from and against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer (collectively, “Losses”) resulting from or incur as a result arising out of or relating to (ai) any breach of any representation or warranty, covenant or agreement of the representations, warranties, covenants or agreements made by SMSA Company in this Agreement or in the other Transaction Documents Agreement, or (bii) any action claims, actions, suits or proceedings instituted against the Purchaser in any capacity, or any of them or their respective Affiliatesits affiliates, by any stockholder of SMSA the Company who is not an Affiliate affiliate of the Purchaser, with respect to any of the transactions contemplated by the Transaction Documents this Agreement (unless such action claim, action, suit or proceeding is pleaded with particularity as follows and solely based upon on a material breach of Purchaser’s representationsany representation or warranty, warranties covenant or covenants under agreement of the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder in this Agreement or any violations by the Purchaser of any state or federal securities laws or any conduct by the Purchaser which constitutes is finally judicially determined to constitute fraud, gross negligence, or willful misconduct misconduct). b. Each Indemnified Party under this Section 3.13 will, promptly after the receipt of notice of the commencement of any action, suit or malfeasance). If any action shall be brought proceeding against any Purchaser such Indemnified Party in respect of which indemnity may be sought pursuant from the Company under this Section 3.13, notify the Company in writing of the commencement thereof; provided that the failure to this Agreementnotify or a delay in notifying the Company of any such action, Purchaser Party suit or proceeding shall promptly notify SMSA in writingnot relieve the Company from any liability that it may have to such Indemnified Party, and SMSA except to the extent the Company is materially prejudiced by such failure or delay. The Company shall have the right be entitled to assume the defense thereof of any claim, action, suit or proceeding as to which indemnification is sought by any Indemnified Party pursuant to this Section 3.13 at its own expense, with counsel of satisfactory to such Indemnified Party in its own choosing reasonably acceptable reasonable judgment; provided, however, that any Indemnified Party may retain separate counsel to the Purchaser Party. Any Purchaser Party participate in such defense and shall have the right right, but not the obligation, to employ separate counsel in assert any and all cross-claims and counterclaims such action and participate in the defense thereofIndemnified Party may have, but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel counsel, or (iii) in such action claim, action, suit or proceeding there is, in the reasonable opinion of counsel, a material conflict on any material issue or potential conflict exists between the position of SMSA Company, on the one hand, and such Indemnified Party, on the position of other hand, that would make such Purchaser Partyseparate representation advisable, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Indemnified Party under this Agreement Section 3.13 (yx) for any settlement by a Purchaser an Indemnified Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; , or (zy) to the extent, but only to the extent that a loss, claim, damage or liability Loss is attributable to any breach by the Purchaser Party’s breach of any representation or warranty, covenant or agreement of the representationsPurchaser in this Agreement, warrantiesor (z) to the extent caused solely by the Purchaser’s fraud, covenants gross negligence or agreements willful misconduct. The Company agrees that it will not, without the prior written consent of each Indemnified Party, which shall not be unreasonably withheld or delayed settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding relating to the matters contemplated hereby unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liabilities arising or that may arise out of such claim, action, suit or proceeding. The indemnification required by this Section 3.13 shall be made by such Purchaser periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party in this Agreement may have at common law, by separate agreement or in the other Transaction Documentsotherwise.

Indemnification of the Purchaser. Subject to The Parent, the provisions of this Section 4.6Issuer and the Subsidiary Guarantors (each, SMSA an “Indemnifying Party”) will jointly and severally indemnify and hold the Purchaser and his representatives its directors, managers, officers, shareholders, members, partners, employees and agents (each, a an “Purchaser Indemnified Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Indemnified Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA an Indemnifying Party in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser in any capacity, or any of them or their respective Affiliates, Indemnified Party by any stockholder shareholder of SMSA an Indemnifying Party who is not an Affiliate affiliate of the Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of the Purchaser’s representationsrepresentation, warranties or covenants under any of the Transaction Documents or any agreements or understandings the Purchaser may have with any such stockholder shareholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance); provided, however, that in no event shall the Parent, the Issuer or a Subsidiary Guarantor be liable for any indirect, incidental, special or consequential damages or damages for loss of profits incurred by an Indemnified Party, whether in an action in contract or tort, even if the Parent, the Issuer and the Subsidiary Guarantors have been advised of the possibility of such damages. If any action shall be brought against any Purchaser Indemnified Party in respect of which indemnity may be sought pursuant to this AgreementSection 4.36, Purchaser such Indemnified Party shall promptly notify SMSA the Parent in writing, and SMSA the Indemnifying Party shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Partychoosing. Any Purchaser Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Indemnified Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Parent in writing, (ii) SMSA the Parent has failed after a reasonable period of time following such Indemnified Party’s written request that it do so, to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of SMSA the Indemnifying Party and the position of such Purchaser Indemnified Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Indemnifying Party will not be liable to any Purchaser Indemnified Party under this Agreement (yi) for any settlement by a Purchaser an Indemnified Party effected without SMSAthe Parent’s prior written consent, which shall not be unreasonably withheld or delayed; or (zii) to the extent, but only to the extent extent, that a loss, claim, damage or liability is attributable to any Purchaser such Indemnified Party’s wrongful actions or omissions or gross negligence, or to such Indemnified Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Indemnified Party in this Agreement or in the other Transaction Documents.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (eachand any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), the Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (the “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (abut only to the extent of) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA who is not an Affiliate of Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance)Documents. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions prov1s10ns of this Section 4.64.9, SMSA the Company will indemnify indenmify and hold the Purchaser and his representatives its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against any Purchaser Party in any capacity, or any of them or their respective Affiliates““‘““‘ o,ooy of<h= by , by any stockholder of SMSA ‘“‘khol®’ ohh, \’ who is not an Affiliate of Purchaserthe Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaserthe Purchase’s representations, warranties or covenants under the Transaction Documents or ‘any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing choice that is reasonably acceptable to the Purchaser PartyParty being sued. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, thereoC but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such the Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (yx) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zy) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser PartyPurchaser’s breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction DocumentsDocuments or the Purchaser Party’s negligence or wiliful misconduct. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnification contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to under applicable laws.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.6, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser in any capacity, or any of them or their respective its Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of the Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of the Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser may have with any such stockholder or any violations by such Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a the Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Partythe Purchaser’s breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others, and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.6, SMSA The Sellers will jointly and severally indemnify and hold harmless the Purchaser and his representatives its respective representatives, stockholders, employees, officers, directors, controlling persons, and agents affiliates (eachcollectively, a “the "Purchaser Party”Indemnified Persons") harmless from for, and will pay and reimburse to the Purchaser Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including costs of investigation and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs defense and reasonable attorneys’ fees ' expenses and costs fees) or diminution of investigation that any such Purchaser Party may suffer value, whether or incur as not involving a result of third-party claim (collectively, "Damages"), arising, directly or relating to indirectly, from or in connection with: (a) any breach of any of the representations, warranties, covenants representation or agreements warranty made by SMSA the Sellers in this Agreement Agreement, the Schedules, any supplements to the Schedules, or in any other certificate or document delivered by the other Transaction Documents or Sellers pursuant to this Agreement; (b) any action instituted against Purchaser breach by the Sellers of any covenant or obligation of the Sellers in this Agreement, the Schedules, any capacitysupplements to the Schedules, or any other certificate or document delivered by the Sellers pursuant to this Agreement; (c) the claims of them any broker, finder, or their respective Affiliates, similar person engaged by any stockholder of SMSA who is not an Affiliate of Purchaser, the Sellers in connection with respect to any of the transactions contemplated hereby; or (d) without in any manner limiting the foregoing, Damages which arise from the operation of the Subsidiary's business, or from the ownership or condition of the Assets by Parent or the Transaction Documents Subsidiary during any period or periods on or prior to the Closing Date or which arise otherwise out of or in relation to the Assets on or prior to the Closing Date, including, without limitation, product liability or warranty. Notwithstanding anything to the contrary herein, the Sellers, jointly and severally, will indemnify and hold harmless the Purchaser Indemnified Persons from and against any Damages arising, directly or indirectly, from or in connection with the failure of the Sellers to make any tax filing in any jurisdiction or the failure of the Sellers to pay any employment tax or transfer tax, including any sales, use and other taxes, mandatory payments and charges (unless if such action failure to file or pay relates to any period on or prior to May 31, 2002, or is pleaded with particularity as follows and based upon a breach attributable to the failure of Purchaser’s representations, warranties or covenants under Sellers to pay the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasancetaxes provided for in Section 8.11). If Such indemnification obligation shall not be limited in time. The remedies provided in this Section 7.2 will not be exclusive of or limit any action shall be brought against any Purchaser Party in respect of which indemnity other remedies that may be sought pursuant to this Agreement, Purchaser Party shall promptly notify SMSA in writing, and SMSA shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable available to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA in writing, (ii) SMSA has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA and the position of such Purchaser Party, in which case SMSA shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without SMSA’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction DocumentsPurchaser Indemnified Persons.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.8, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser in any capacityParties, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchasersuch Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchasersuch Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (ix) the employment thereof has been specifically authorized by SMSA the Company in writing, (iiy) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iiiz) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y1) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z2) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.9, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losseslosses (including diminution in value of any Purchaser Party’s rights or property (including the Securities), liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such the Purchaser Party may suffer or incur as a result of or relating to (a) any breach or inaccuracy of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchaserthe Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of Purchaserthe Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by the Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA except to the extent such action relates to Taxes of any Purchaser Party, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such the Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a the Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any its representations, warranties or covenants under the Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the representationsamount thereof during the course of the investigation or defense, warranties, covenants as and when bills are received or are incurred. The indemnity agreements made by such contained herein shall be in addition to any cause of action or similar right of any Purchaser Party in against the Company or others and any liabilities the Company may be subject to pursuant to law. The Company and the Purchaser agree to treat any indemnity payment made pursuant to this Agreement or Section 4.9 as an adjustment to the price paid by the Purchaser to acquire the Securities in the other Transaction DocumentsOffering.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.9, SMSA the Company will indemnify and hold the Purchaser and his representatives its directors, officers, stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against any Purchaser Party in any capacity, or any of them or their respective Affiliates, by any stockholder of SMSA the Company who is not an Affiliate of Purchaserthe Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is pleaded with particularity as follows and based upon a breach of the Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing choice that is reasonably acceptable to the Purchaser PartyParty being sued. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such the Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (yx) for any settlement by a Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (zy) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser PartyPurchaser’s breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnification contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to under applicable laws.

Indemnification of the Purchaser. Subject to the provisions of this Section 4.64.5, SMSA the Company will indemnify and hold the Purchaser and his representatives the Purchaser’s directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such the Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by SMSA the Company or Psyence in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any regulatory agency or stockholder of SMSA the Company who is not an Affiliate of Purchaserthe Purchaser Party, with respect to any of the transactions contemplated Transactions or regulatory filings made by the Transaction Documents Company in connection therewith (unless such action is pleaded with particularity as follows and solely based upon a material breach of Purchaserthe Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by the Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes is finally judicially determined to constitute fraud, gross negligence, negligence or willful misconduct or malfeasancemisconduct). If any action shall be brought against any the Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify SMSA the Company in writing, and SMSA the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by SMSA the Company in writing, (ii) SMSA the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of SMSA the Company and the position of such the Purchaser Party, in which case SMSA the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. SMSA The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a the Purchaser Party effected without SMSAthe Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any the Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.5 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.