Common use of Indemnification Provisions Clause in Contracts

Indemnification Provisions. (A) To the extent permitted by law, the Company will indemnify ▇▇▇▇▇▇ and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. (A) To On and as of the extent permitted by lawEffective Date, the Company Indemnification Provisions will indemnify ▇▇▇▇▇▇ be assumed and its affiliatesirrevocable and will survive the effectiveness of the Plan and the Reorganized Debtors’ governance documents shall provide for the indemnification, stockholdersdefense, reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenses to, the Debtors’ and the Reorganized Debtors’ current and former directors, officers, employees employees, or agents to the fullest extent permitted by law and controlling persons (within at least to the meaning same extent as the organizational documents of Section 15 each of the Securities Act respective Debtors on the Petition Date, against any claims or Section 20 Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the Exchange ActReorganized Debtors will amend and/or restate their respective governance documents before or after the Effective Date to terminate or materially adversely affect any of the Reorganized Debtors’ obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights; provided that, for the avoidance of doubt, each of the Reorganized Debtors shall be jointly and severally liable for the foregoing obligations to provide such indemnification rights or such directors’, officers’, employees’, or agents’ indemnification rights. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the Indemnification Provisions. Notwithstanding anything to the contrary contained herein, (1) Confirmation shall not discharge, impair, or otherwise modify any obligations assumed by the foregoing assumption of the Indemnification Provisions, (2) each such obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under the Plan as to which no Proof of Claim need be Filed, and (3) as of the Effective Date, the Indemnification Provisions shall be binding and enforceable against all lossesthe Reorganized Debtors. Notwithstanding the foregoing, claimsthe Reorganized Debtors shall have no obligation to indemnify any Person for any contributions made by such Person, damagesor on such Person’s behalf, expenses to the Debtors or to any Holder of any Claim or Interests as consideration for any releases provided pursuant to this Plan. The New Property Entities’ governance documents shall provide for the indemnification, defense, reimbursement, exculpation, and/or limitation of liability of, and liabilities, as the same are incurred (including the reasonable advancement of fees and expenses to, the New Property Entities’ directors, officers, employees, or agents in respect of counsel), relating to their post-Effective Date actions or arising out of its activities hereunder or pursuant to this Agreement, except inactions to the fullest extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject permitted by law and at least to appeal) by a court the same extent as the organizational documents of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim or each of the commencement Debtors on the Petition Date, against any claims or Causes of Action whether direct or derivative, liquidated or unliquidated, fixed or contingent, disputed or undisputed, matured or unmatured, known or unknown, foreseen or unforeseen, asserted or unasserted, and none of the New Property Entities shall amend and/or restate their respective governance documents before the Effective Date to terminate or materially adversely affect any of the New Property Entities’ obligations to provide such action indemnification rights or proceedingsuch directors’, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunderofficers’, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects employees’, or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counselagents’ indemnification rights. Notwithstanding the preceding sentenceforegoing, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for nothing shall impair the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly ability of the assertion against it New Property Entities to modify the indemnification obligations (whether in the bylaws, certificates or any incorporate or formation, limited liability company agreements, other person of any claim organizational or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmlessformation documents, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such lossesboard resolutions, claimsindemnification agreements, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually receivedemployment contracts, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇)otherwise) arising after the Effective Date. (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. 8.2.1 In the event that any of the Parties breaches any of its respective undertakings, obligations, representations or warranties contained herein, provided that the claiming Party/Parties makes a written claim for indemnification against the breaching Party pursuant to Section 11.7 below within the period set forth in Section 8.1, then the breaching Party agrees to indemnify and hold harmless the claiming Party/Parties from and against any Adverse Consequences the claiming Party/Parties may suffer as a result of the claim for indemnification (Aincluding any Adverse Consequences the claiming Party/Parties may suffer after the end of any applicable survival period) To resulting from, arising out of, relating to, in the extent permitted nature of, or caused by lawthe breach. 8.2.2 The obligation of the breaching Party to indemnify the claiming Party/Parties from and against any Adverse Consequences resulting from, arising out of, relating to, in the Company will indemnify nature of, or caused by the breach of any undertakings, obligations, representation or warranty of the Parties given hereunder shall be limited as follows: (a) In the event a Party breaches any of its representations, warranties or covenants contained herein, then such Party’s total liability in respect of all Adverse Consequences arising from breaches whether in contract, tort or otherwise shall, in the event the sale and transfer of the Underlying Shares or ISH Shares (if applicable) has been Completed, not exceed the Purchase Price. None of the Parties shall be liable to any other Party (in equity, contract, tort (including negligence) under the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party way) for a representation or warranty that is not explicitly set out in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (Db) If for Nothing in Section 8.2.2 shall have the effect of limiting or restricting any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ liability of a Party in respect of any Adverse Consequence arising as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇)fraud. (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. (A) To the extent permitted by law, the Company will indemnify ▇▇▇▇▇▇ and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counselCompany. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. (A) To Without limiting the extent permitted by law, the Company will indemnify ▇▇▇▇▇▇ and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning generality or effect of Section 15 6.3(a) or any Other Legal Contract Indemnity Rights, in the event of the Securities Act any threatened or Section 20 of the Exchange Act) against all lossesactual claim, claimsaction, damagessuit, expenses and liabilitiesproceeding, as the same are incurred investigation, judgment or settlement (including the reasonable fees and expenses of counsela “Claim”), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to to, resulting from, or arising out of its activities hereunder any act or pursuant failure to this Agreementact by any Indemnified Party in respect of any event or circumstance involving the Company, except any Company Subsidiary or their respective business, whether or not identified on the Company Disclosure Letter, from and after the Appointment Time, each of Parent and the Surviving Corporation, on behalf of themselves and their respective subsidiaries, will indemnify to the fullest extent that permitted by law and also hold harmless, any Indemnified Party against any losses, claims, damages, liabilities, judgments, amounts paid in settlements, penalties and any amount owing or paid in connection with any claim already asserted or threatened and thereafter asserted, in each case, whether joint or several, including costs, expenses attorney’s fees, disbursements, supersedeas bonds expert and all other necessary fees and expenses, in advance of the final disposition of any Claim to each Indemnified Party, and, arising out of, or liabilities pertaining to (or actions in respect thereofA) are found the fact that such an Indemnified Party was a director (including in a final judgment (not subject capacity as a member of any committee of the Board of Directors of the Company), officer, employee or agent of the Company, any Company Subsidiaries or any of their respective predecessors, a fiduciary with respect to appeal) any employee benefit plan maintained by a court any of law the foregoing, prior to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct the Effective Time, or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of this Agreement or any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim or of the commencement of such action transactions contemplated hereby, whether in any case asserted or proceeding, but failure to so notify arising before or after the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defensesEffective Time. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ Each Indemnified Party will be entitled to employ be represented by counsel separate from counsel for of his, her or its choosing at the expense of the Surviving Corporation in any Claim, including any litigation listed in Section 6.3(b) of the Company Disclosure Letter (the “Existing Litigation”), and from the fees, disbursements and other charges of whom (or of any other party expert retained in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules respect of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Company in addition to local counselSurviving Corporation. The Company As between the Indemnified Parties, on the one hand, and Parent and the Surviving Corporation, on the other hand, Parent and the Surviving Corporation will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If sole liability for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the otherdamages, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid in each case, whether joint or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually receivedseveral, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to be receivedthe Existing Litigation or any cost or expenses paid, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses reimbursed or incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force hereunder and effect whether or not the transaction contemplated by this Agreement is completed and shall survive will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the termination Surviving Corporation will settle, compromise or consent to the entry of this Agreementany judgment in any threatened or actual Claim for which indemnification has been or could be sought by an Indemnified Party hereunder or under any Other Legal Contract Indemnity Rights, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability related to, resulting from or arising out of any Claim, including any Existing Litigation, or the events giving rise thereto, unless such Indemnified Party otherwise consents, in its sole discretion, in writing to such settlement, compromise, or consent. Parent, the Surviving Corporation and shall be the applicable Indemnified Parties will cooperate with each other in addition to the defense of any liability that matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Company might otherwise have to any indemnified party Surviving Corporation’s indemnification obligations under this Agreement or otherwiseSection 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claim.

Indemnification Provisions. (Aa) To Parent shall, or shall cause the extent permitted by lawSurviving Corporation to, maintain the Company will indemnify ▇▇▇▇▇▇ Company’s existing indemnification provisions that have been provided or made available to Parent as of the date hereof with respect to present and its affiliates, stockholders, former directors, officers, employees and controlling persons (within the meaning of Section 15 agents of the Securities Act Company and the Company Subsidiaries and all other Persons who may presently serve or Section 20 have served at the Company’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (collectively, the Exchange Act“Company Indemnified Parties”) against for all lossesexpenses, claimsJudgments, damagesfines and amounts paid in settlement by reason of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time to the fullest extent permitted or required under, expenses and liabilities(i) Applicable Law, as (ii) the same are incurred Company’s Organizational Documents in effect on the date hereof (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to the extent that consistent with Applicable Law) and (iii) indemnification agreements of the Company or any lossesCompany Subsidiary in effect on the date hereof (to the extent consistent with Applicable Law), claimsand shall cause the Surviving Corporation to perform its obligations under such indemnification provisions in accordance with their respective terms. In addition, damagesfrom and after the Effective Time, expenses Company Indemnified Parties who become directors, officers or liabilities (or actions in respect thereof) are found in a final judgment (not subject fiduciaries under benefit plans of Parent will be entitled to appeal) by a court the indemnity rights and protections then afforded to directors, officers and fiduciaries under benefit plans of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described hereinParent. (Bb) Promptly after receipt by ▇▇▇▇▇▇ Parent shall maintain Parent’s existing indemnification provisions that have been provided or made available to the Company as of notice of any claim or the commencement of any action or proceeding date hereof with respect to which ▇▇▇▇▇▇ is entitled present and former directors, officers, employees and agents of Parent, the Parent Subsidiaries and all other Persons who may presently serve or have served at Parent’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for all expenses, Judgments, fines and amounts paid in settlement by reason of actions or omissions or alleged actions or omissions occurring at or prior to indemnity hereunderthe Effective Time to the fullest extent permitted or required under, ▇▇▇▇▇▇ will notify (i) Applicable Law, (ii) Parent’s Organizational Documents in effect on the Company date hereof (to the extent consistent with Applicable Law) and (iii) indemnification agreements of Parent or any Parent Subsidiary in writing effect on the date hereof (to the extent consistent with Applicable Law), and shall perform its obligations under such indemnification provisions in accordance with their respective terms. (c) Parent shall, for six years after the Effective Time, cause the Surviving Corporation to maintain in effect directors’ and officers’ liability insurance covering each person currently covered by the Company’s current directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time on terms with respect to such coverage and amounts no less favorable than those of such claim or policy in effect on the date of this Agreement; provided, that the commencement Surviving Corporation may substitute therefor policies of a reputable insurance company the material terms of which, including coverage and amount, are no less favorable to such action or proceedingdirectors and officers than the insurance coverage otherwise required under this Section 8.6(c); provided, but failure to so notify however, that the Company Surviving Corporation shall not relieve the Company from any obligation it may have hereunder, except and only be obligated to make annual premium payments for such insurance to the extent such failure results in premiums exceed 200% of the forfeiture annual premiums paid as of the date hereof by the Company of substantial rights and defensesfor such insurance (such 200% amount, the “Company Maximum Premium”). If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will insurance coverage cannot be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it obtained at all, or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not can only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be obtained at an annual premium in excess of the Company Maximum Premium, the Surviving Corporation shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Company Maximum Premium. The Company represents to Parent that the Company Maximum Premium is the amount set forth in Schedule 8.6(c) of fees actually received, or to be received, by ▇▇▇▇▇▇ the Company Disclosure Schedule. The Surviving Company may satisfy in full its obligation under this Agreement Section 8.6(c) by acquiring a tail directors’ and officers’ liability insurance policy (excluding any i) that covers each person currently covered by the Company’s current directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time on terms with respect to such coverage and amounts received as reimbursement no less favorable than those of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain such policy in full force and effect whether or not on the transaction contemplated by this Agreement is completed and shall survive the termination date of this Agreement, and (ii) in respect of which the premium for a period until the sixth anniversary of the Effective Time is prepaid at the commencement of such period. At the request of Parent, the Company shall cooperate with Parent to obtain such a tail policy effective as of the Effective Time. (d) Parent shall, for six years after the Effective Time, maintain in effect directors’ and officers’ liability insurance covering each person currently covered by Parent’s current directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date of this Agreement; provided, that Parent may substitute therefor policies of a reputable insurance company the material terms of which, including coverage and amount, are no less favorable to such directors and officers than the insurance coverage otherwise required under this Section 8.6(d); provided, however, that Parent shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 200% of the annual premiums paid as of the date hereof by Parent for such insurance (such 200% amount, the “Parent Maximum Premium”). If such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in addition excess of the Parent Maximum Premium, Parent shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Parent Maximum Premium. The Parent represents to the Company that the Parent Maximum Premium is the amount set forth in Schedule 8.6(d) of the Parent Disclosure Schedule. Parent may satisfy in full its obligation under this Section 8.6(d) by acquiring a tail directors’ and officers’ liability insurance policy (i) that covers each person currently covered by Parent’s current directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date of this Agreement, and (ii) in respect of which the premium for a period until the sixth anniversary of the Effective Time is prepaid at the commencement of such period. (e) In the event that Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any liability Person (including by dissolution), then, and in each such case, Parent shall cause proper provision to be made so that the Company might otherwise have to any indemnified party under successors and assigns of Parent or the Surviving Corporation assume and honor the obligations set forth in this Agreement or otherwiseSection 8.6.

Indemnification Provisions. In connection with the engagement letter to which this Exhibit A is attached (A) To the extent permitted by law“Engagement Letter”), the Company will (the “Indemnitor”) agrees to indemnify ▇▇▇▇▇▇ and hold harmless Tripoint and its affiliates, stockholdersand the respective officers, directors, officersemployees, employees agents and representatives of Tripoint, its affiliates and each other person, if any, controlling persons Tripoint or any of its affiliates (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActTripoint and each such other person being an “Indemnified Person”) from and against all any losses, claims, damagesdamages or liabilities related to, arising out of or in connection with the engagement (the “Engagement”) under the Engagement Letter, and will reimburse each Indemnified Person for all expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel)) as they are incurred in connection with investigating, relating to preparing, pursuing or defending any action, claim, suit, investigation or proceeding related to, arising out of its activities hereunder or pursuant to this Agreementin connection with the Engagement, except to the extent that whether or not pending or threatened and whether or not any Indemnified Person is a party. The Indemnitor will not, however, be responsible for any losses, claims, damages, expenses damages or liabilities (or actions in respect thereofexpenses relating thereto) that are found judicially determined in a final judgment (not subject to appeal) by a court of law appeal to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct the bad faith or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or Indemnified Person. The Indemnitor will not, without Tripoint’s prior written consent, settle, compromise, consent to the commencement entry of any action judgment in or otherwise seek to terminate any action, claim, suit or proceeding with in respect to of which ▇▇▇▇▇▇ indemnification may be sought hereunder (whether or not any Indemnified Person is entitled to indemnity hereundera party thereto) unless such settlement, ▇▇▇▇▇▇ will notify the Company in writing compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such claim or of the commencement of such action action, claim, suit or proceeding. No Indemnified Person seeking indemnification, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunderreimbursement or contribution under this Exhibit A will, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇the Indemnitor, which consent will not be unreasonably withheld. , settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph. If the indemnification provided for in the first paragraph of this Exhibit A is judicially determined to be unavailable (C) The Company agrees to notify ▇▇▇▇▇▇ promptly other than in accordance with the third sentence of the assertion against it or any other person first paragraph hereof) to an Indemnified Person in respect of any claim losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such Indemnified Person hereunder, the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company Indemnitor shall contribute to the amount paid or payable by ▇▇▇▇▇▇ such Indemnified Person as a result of such losses, claims, damages or liabilities (and expense relating thereto): (i) in such proportion as is appropriate to reflect the relative benefits to the applicable Indemnified Person, on the one hand, and the Indemnitor, on the other hand, of the Engagement or (ii) if the allocation provided by clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, referred to in such clause (i) but also the relative fault of each of the Company on applicable Indemnified Person and the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilitiesIndemnitor, as well as any other relevant equitable considerations. The amounts ; provided, however, that in no event shall any Indemnified Person’s aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by a party Tripoint under the Engagement Letter. Assuming that the Indemnitor has fully satisfied the amount of their obligations provided for herein to the Indemnified Persons, and the Indemnified Persons shall have no further liabilities in respect connection therewith, then the Indemnitor may take control of lossesany pending action or litigation in order to reduce the expenses in connection therewith. For the purposes of this Exhibit A, claims, damages the relative benefits to the Indemnitor and liabilities referred to above the applicable Indemnified Person of the Engagement shall be deemed to include any legal be in the same proportion as: (a) the total value paid or other fees contemplated to be paid or received or contemplated to be received by the Indemnitor and expenses incurred its affiliates (including the Company’s stockholders), as the case may be, in defending any litigation, proceeding the transaction or other action or claim. Notwithstanding transactions that are the provisions hereof, ▇▇▇▇▇▇’▇ share subject of the liability hereunder shall not be in excess of the amount of fees actually receivedEngagement, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not any such transaction is consummated, bears to (b) the transaction contemplated by this Agreement is completed and shall survive fees paid to Tripoint in connection with the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwiseEngagement.

Indemnification Provisions. (Ai) To By the extent permitted by lawShareholder. Shareholder shall indemnify, save, ------------------ defend and hold harmless each of the Company will indemnify ▇▇▇▇▇▇ LRA Companies and its affiliates, stockholderstheir respective shareholders, directors, officers, partners, agents and employees (and controlling persons (within in the meaning of Section 15 event either of the Securities Act LRA Companies assigns its right, title and interest hereunder to a corporation, which shall be permitted hereunder, such assignee) (collectively, the "LRA Indemnified Parties") from and against any and all costs, lawsuits, losses, Liabilities, deficiencies, claims and expenses, including interest, penalties, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense or Section 20 settlement of any of the Exchange Act) against all losses, claims, damages, expenses and liabilities, foregoing (collectively referred to herein as the same are incurred (including the reasonable fees and expenses of counsel"Damages"), relating to incurred in connection with or arising out of its activities hereunder or resulting from or incident to any breach (or in the event any third party alleges facts that, if true, would mean the Shareholder has breached), of any covenant, warranty or representation made by Shareholder in or pursuant to this AgreementAgreement or any other agreement delivered pursuant to this Agreement or in any schedule, except certificate, exhibit, or other instrument furnished or to be furnished by the Shareholder or her Affiliates pursuant to the extent terms of this Agreement; provided, however, that the Shareholder shall not be liable for any lossessuch Damages to the extent, claimsif any, damages, expenses such Damages result from or liabilities (arise out of a breach or actions in respect thereof) are found in a final judgment (not subject to appeal) violation of this Agreement by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described hereinany LRA Indemnified Parties. (Bii) Promptly after receipt by ▇▇▇▇▇▇ By the LRA Companies. The LRA Companies shall indemnify, -------------------- save, defend and hold harmless the Shareholder from and against any and all Damages incurred in connection with or arising out of notice or resulting from or incident to any breach (or in the event any third party alleges facts that, if true, would mean either of the LRA Companies have breached), of any claim covenant, warranty or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim or representation made by either of the commencement of such action LRA Companies in or proceeding, but failure pursuant to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it this Agreement or any other person agreement delivered pursuant to this Agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by either of any claim or the commencement of any action or proceeding relating to a transaction contemplated by LRA Companies under this Agreement. (D) If for any reason ; provided, however, that the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder LRA Companies shall not be in excess liable for any such Damages to the extent, if any, such Damages result from or arise out of the amount a breach or violation of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇)Shareholder. (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. (A) To the fullest extent permitted by applicable law, the Company will indemnify ▇▇▇▇▇▇ Manager, and each of its affiliates, stockholders, directorsmanagers, officers, employees employees, agents and controlling other persons (under its supervision who are performing services for or on behalf of the Owner or the Manager within the meaning scope of Section 15 this Agreement (each a "Covered Person") shall be entitled to indemnification from the Owner for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person within the Securities Act or Section 20 scope of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to provided that: (i) any such action was undertaken in good faith on behalf of the extent that any losses, claims, damages, expenses Owner or liabilities (or actions in respect thereof) are found the Manager and in a final judgment manner reasonably believed to be in, or not opposed to, the best interests of the Owner, (not subject ii) any such action was reasonably believed to appealbe within the scope of authority conferred on such Covered Person by this Agreement, and (iii) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim or of the commencement of such any criminal action or proceeding, but failure such Covered Person had no reasonable cause to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such believe his action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentenceomission was unlawful; provided further, ▇▇▇▇▇▇ will that no Covered Person shall be entitled to employ counsel separate be indemnified in respect ofany loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would time to time, be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid advanced by the Company in addition Owner prior to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any final disposition of such claim, action demand, action, suit or proceeding without upon receipt by the prior written consent Owner of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly an undertaking by or on behalf of the assertion against Covered Person to repay such amount if it or any other person of any claim or shall be determined that the commencement of any action or proceeding relating Covered Person is not entitled to a transaction contemplated by this Agreement. (D) If for any reason be indemnified under the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇)provisions. (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. (A) To the extent permitted by lawThe Company agrees to defend, the Company will indemnify ▇▇▇▇▇▇ and hold harmless CMCG, its affiliates, stockholdersofficers, directors, officers, and employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Acthereafter jointly referred to as CMCG) against any and all losses, claims, demands, suits, actions, judgments, awards, damages, expenses and liabilities, as the same are incurred costs, reasonable attorneys' fees (and all actions in respect there of and any reasonable real or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise) including the reasonable fees and expenses costs of counsel)investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which CMCG is a party, directly or indirectly causing by relating to to, or asserted by a third party, based upon arising out of (a) the Company's breach of or the incorrectness of any representation, warranty, or covenant of Company contained in this agreement; and/or (b) the conduct or operation of the business of the company; or (c) failure of Company to perform any term condition, obligation required by this Agreement to be performed by Company; or (d) any Services rendered by CMCG as defined in or contemplated by the letter agreement to which these Provisions are attached, as it may be amended from time to time (the "Agreement"); or (e) CMCG acting for the Company, including without limitation, any act or omission by CMCG in connection with its activities hereunder performance of its obligations under the Agreement. Notwithstanding the foregoing, the Company shall not have any liability to CMCG for, or pursuant to this Agreementin connection with the engagement of CMCG or with any of the foregoing, except to the extent that for any such liability for losses, claims, demand, suits, actions, judgments, awards, damages, liabilities, costs or expenses or liabilities (or actions in respect thereof) are that is found in a final judgment (not subject to appeal) by a court of law competent jurisdiction or mutually acceptable arbitrator to have resulted primarily and directly from ▇▇▇▇▇▇’▇ CMCG's negligence, willful misconduct misconduct, CMCG's material breach or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice incorrectness of any claim representation, warranty or the commencement covenant of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company CMCG contained in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. The Company (Aas such term is defined below) To the extent permitted by law, the Company will agrees to indemnify ▇▇▇▇▇▇ and its affiliates, stockholders, directors, officers, employees hold harmless SBI against any and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and obligations, penalties, judgments, awards, liabilities, as the same are incurred costs, expenses, and disbursements (including the reasonable fees and expenses of counselany and all actions, suits, proceedings, and investigations in respect thereof and any legal and other costs, expenses, and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses, and disbursements, as and when incurred, of investigating, preparing, or defending any such action, suit, proceeding, or investigation (whether or not in connection with litigation in which SBI is a party) directly or indirectly caused by, relating to or to, based upon, arising out of, our in connection with (a) SBI's acting for the Company [and/or the Special Committee], including without limitation, any act or omission by SBI in connection with its acceptance of or the performance or nonperformance of its activities hereunder obligations under the agreement, between SBI and Netgateway, Inc., as it may be amended from time to time (the "Agreement"), (b) any untrue statement or pursuant alleged untrue statement of a material fact contained in, or omissions or alleged omissions from, any information furnished by the Company to this SBI, or (c) any Merger (as such term is defined in the Agreement), however, such indemnity agreement shall not apply to any portion of any such loss, claim, damage, obligation, penalty, or judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of SBI. The Company also agrees that SBI shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for, or in connection with, the engagement of SBI, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ SBI's willful misconduct or gross negligence in performing the services described hereinmisconduct. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. (A) To Whether or not the extent permitted by lawRights Offering is consummated or this Agreement is terminated, the Company will (in such capacity, the “Indemnifying Party”) shall indemnify ▇▇▇▇▇▇ and its affiliateshold harmless the WCAS Investors, stockholdersand their respective officers, directors, officersemployees, employees agents and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Acteach, an “Indemnified Person”) from and against any and all losses, claims, damages, expenses liabilities and liabilitiesreasonable expenses, as the same are incurred (including the reasonable fees and expenses of counsel)joint or several, relating to or arising out of its activities hereunder circumstances existing on or pursuant prior to the Rights Offering Closing Date (“Losses”) to which any such Indemnified Person may become subject arising out of or in connection with any claim, challenge, litigation, investigation or proceeding (“Proceedings”) instituted by a third party with respect to the Rights Offering, this Agreement, except the Rights Offering Registration Statement, any Preliminary Rights Offering Prospectus, the Rights Offering Prospectus, any Issuer Free Writing Prospectus, the Investment Decision Package, any amendment or supplement thereto or the transactions contemplated by any of the foregoing and shall reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses incurred in connection with investigating, responding to or defending any of the foregoing; provided that the foregoing indemnification will not apply to Losses to the extent that they resulted from (a) any lossesbreach by such Indemnified Person of this Agreement, claims, damages, expenses (b) gross negligence or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct on the part of such Indemnified Person or gross negligence (c) statements or omissions in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of Rights Offering Registration Statement, any claim Preliminary Rights Offering Prospectus, the Rights Offering Prospectus, any Issuer Free Writing Prospectus or the commencement of any action amendment or proceeding supplement thereto made in reliance upon or in conformity with respect information relating to which ▇▇▇▇▇▇ is entitled such Indemnified Person furnished to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing by or on behalf of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results Indemnified Person expressly for use in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇Rights Offering Registration Statement, any Rights Offering Preliminary Prospectus, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentenceRights Offering Prospectus, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it Issuer Free Writing Prospectus or any other person of any claim amendment or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) supplement thereto. If for any reason the foregoing indemnity indemnification is unavailable to ▇▇▇▇▇▇ any Indemnified Person (except as set forth in the proviso to the immediately preceding section) or insufficient to hold ▇▇▇▇▇▇ it harmless, then the Company Indemnifying Party shall contribute to the amount paid or payable by ▇▇▇▇▇▇ such Indemnified Person as a result of such losses, claims, damages or liabilities Losses in such proportion as is appropriate to reflect not only the relative benefits received by the Company Indemnifying Party on the one hand and ▇▇▇▇▇▇ such Indemnified Person on the other, other hand but also the relative fault of the Company Indemnifying Party on the one hand and ▇▇▇▇▇▇ such Indemnified Person on the other that resulted in such losses, claims, damages or liabilities, hand as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of lossesindemnity, claims, damages reimbursement and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share contribution obligations of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ Indemnifying Party under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and Section 5 shall be in addition to any liability that the Company might Indemnifying Party may otherwise have to an Indemnified Person and shall bind and inure to the benefit of any indemnified party under this Agreement or otherwisesuccessors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.

Indemnification Provisions. (A) To the extent permitted by law, the Company will indemnify ▇▇▇▇▇▇ and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreementengagement letter, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counselCompany. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreementengagement letter. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement engagement letter (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement engagement letter is completed and shall survive the termination of this Agreementengagement letter, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement engagement letter or otherwise.

Indemnification Provisions. (Aa) To Licensee agrees to give IFS prompt written notification of any legal action or proceeding instituted or threatened against Licensee, based upon a claim that the extent permitted by lawSoftware infringes a United States or foreign patent or copyright, or the Company will indemnify ▇▇▇▇▇▇ and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 trade secret or other proprietary or property rights of the Securities Act or Section 20 of the Exchange Act) third party ("Infringement"). IFS, at its own expense, will defend any action brought against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except Licensee to the extent that any lossesit is based on such a claim of Infringement, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject provided that the Software is being used within the scope of this Agreement. IFS shall have the right to appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume control the defense of all such action or proceeding claims, lawsuits, and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇proceedings. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not event shall Licensee settle any such claim, action lawsuit, or proceeding without the IFS's prior written consent of ▇▇▇▇▇▇, which approval. IFS will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion pay any damages finally awarded against it or any other person of any claim or the commencement of Licensee in any action or proceeding relating proceeding, which are attributable to a transaction contemplated judgment or determination that the Licensee's use of Software constitutes an Infringement. Notwithstanding the foregoing, in the event of a breach by this Agreement. (D) If for any reason the foregoing indemnity is unavailable Licensee of its obligation to ▇▇▇▇▇▇ conduct a reasonable patent search pursuant to Section 6.1, IFS shall have no obligation to defend or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ indemnify Licensee against infringement claims involving intellectual property rights that Licensee did not identify as a result of such losses, claims, damages or liabilities its breach of its warranty in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇)Section 6.1. (Eb) These indemnification provisions shall remain in full force If, as a result of any claim of Infringement against any patent, copyright, license, or other property right, Licensee is enjoined from using the Software, or if IFS believes that the Software is likely to become the subject of a claim of Infringement, IFS, at its option and effect whether expense, may procure the right for Licensee to continue to use the Software, or not replace or modify the transaction contemplated by this Agreement Software so as to make it non-infringing. If neither of these two options is completed reasonably practicable, IFS may discontinue the license granted herein on one (1) month's written notice and shall survive refund to Licensee that unamortized portion of the termination Software license fees hereunder (based on four (4) years of straight-line amortization, such amortization to commence on the date of this Agreement). The foregoing states the entire liability of IFS with respect to Infringement of any copyrights or patents by the Software or any parts thereof. (c) IFS shall have no liability for a claim of Infringement based on - (i) use of any version of the Software other than a current, and shall be unaltered release of the Software, if such Infringement would have been avoided by use of such current unaltered release, or (ii) use or combination of the Software with other computer programs or data not developed by IFS (with the exception of the Oracle Software furnished by IFS in addition connection with this Agreement) or provided to any liability that Licensee by IFS, if such Infringement would have been avoided in the Company might otherwise have to any indemnified party under this Agreement absence of such use or otherwisecombination.

Indemnification Provisions. (A) To the extent permitted by lawIn connection with our engagement of Cambria as our consultant and advisor, the Company will hereby agrees to indemnify ▇▇▇▇▇▇ and hold Cambria and its affiliatesaffiliates (which, stockholderspurposes of this indemnity, shall include Cambria Capital Group LLC, a Delaware limited liability company) and the directors, officers, partners, shareholders, members, employees and agents of Cambria and each other person, if any, controlling persons Cambria or any of its affiliates (within collectively the meaning “Indemnified Persons”), harmless from and against any and all claims, actions, suits, proceedings (including those of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claimsshareholders), damages, liabilities and expenses and liabilitiesincurred by any of them (including, as the same are incurred (including the reasonable but not limited to, fees and expenses of counsel)) which are (A) related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, relating or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of Cambria pursuant to this Agreement between the Cambria and the Company, or (B) otherwise related to or arising out of its Cambria ’s activities hereunder or on our behalf pursuant to Cambria ’s engagement under this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall reimburse any Indemnified Person for all expenses (including, but not relieve the Company from any obligation it may have hereunderlimited to, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of counsel) as incurred by such counsel. Notwithstanding the preceding sentenceIndemnified Person in connection with investigating, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from preparing or defending any other party such claim, action, suit or proceeding (collectively a “Claim”), whether or not in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company connection with pending or threatened litigation in addition to local counselwhich any Indemnified Person is a party. The Company will not, however, be responsible for any Claim which is finally judicially determined to have resulted exclusively from the exclusive right gross negligence or willful misconduct of any person seeking indemnification hereunder. The Company further agrees that no Indemnified Person shall have any liability to settle the claim or proceeding provided that the Company will not settle any such claim, action for or proceeding without in connection with Cambria ’s engagement under the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If Agreement except for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received Claim incurred by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault solely as a direct result of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages any Indemnified Person’s gross negligence or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇)willful misconduct. (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. (A) To The Company agrees to indemnify and hold harmless the extent permitted by law, the Company will indemnify ▇▇▇▇▇▇ Placement Agent and its affiliates, stockholdersaffiliates and their respective officers, directors, officersemployees, employees agents, counsel, advisers and consultants, and any persons controlling persons (the Placement Agent or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act) Act of 1934 (the Placement Agent and each such other person or entity being referred to herein as an “Indemnified Person”), from and against all losses, claims, damages, expenses and liabilities, as the same losses or damages (or actions in respect thereof) or other expenses (and further agrees to advance all expenses) which (A) are incurred related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the reasonable fees Company or its respective affiliates in connection with this Agreement, the Placement or which affect the Placement or (ii) actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity with the actions or omissions of the Company or their respective affiliates in connection with this Agreement, the Placement or which affect the Placement or (iii) any investigation, litigation, or inquiry by a regulatory or self-regulatory agency or authority involving the Company or any transaction arising under any agreements between the Company and expenses of counsel), relating the Placement Agent or (B) are otherwise related to or arising arise out of the Placement Agents’ activities on behalf of the Company or its activities hereunder or respective affiliates pursuant to this AgreementAgreement or (C) in any way involving or alleged to involve the Company, except to the extent that any Placement or any Securities. The Company will not be responsible, however, for any losses, claims, damages, liabilities or expenses or liabilities pursuant to clause (or actions in respect thereofB) of the preceding sentence which are found in a final judgment (not subject to appeal) by a court of law finally judicially determined to have resulted primarily and directly solely from ▇▇▇▇▇▇’▇ willful misconduct or such Indemnified Person’s gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunderwillful misconduct. In addition, ▇▇▇▇▇▇ will notify the Company agrees to advance (and in writing the absence of advancement required hereunder) to promptly reimburse each Indemnified Person for all reasonable out-of-pocket expenses (including fees and expenses of counsel) as they are incurred by such claim Indemnified Person in connection with investigating, preparing, conducting or of the commencement of defending any such action or proceedingclaim, but failure whether or not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the rights of such Indemnified Person under this Agreement, including the costs of any claims asserted by an Indemnified Person against any indispensable party or by way of a counterclaim in any litigation within the scope of this provision. The Company agrees to so notify the Company shall not relieve the Company from any obligation it advance such expenses incurred by an Indemnified Person pursuant to which indemnity may have hereunder, except and only to the extent such failure results in the forfeiture be sought hereunder within thirty (30) days after receipt by the Company of substantial rights a statement requesting such advances from time to time, whether prior to or after final disposition of any proceeding. Such advances shall be unsecured and defensesinterest free and without regard to the Indemnified Person’s ultimate entitlement to indemnification under the other provisions of this Agreement. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will Indemnified Persons shall be entitled to employ counsel separate continue to receive advancement of expenses pursuant to this section unless and until the matter of an Indemnified Person’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from counsel for which no further right of appeal exists. Each Indemnified Person undertakes to repay such amounts advanced only if and to the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines extent that, it ultimately is determined that it would the Indemnified Person is not entitled to be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid indemnified by the Company in addition to local counsel. The Company will have under the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent provisions of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the letter agreement dated September 8, 2006 (A) To the extent permitted by lawas amended from time to time, the Company will indemnify ▇"Agreement") among Trian Fund Management, L.P., Sandell Asset Management Corp. and Bear, Stearns & Co. Inc. Each of ▇▇▇▇▇ and its affiliatesSandell agrees, stockholdersseverally a▇▇ ▇▇▇ jointly, directorssubject to the provisions set forth herein, to indemnify and hold harmless Bear Stearns, to the fullest extent permitted by law, from and against ▇▇▇ ▇▇▇ all losses, claims, damages, obligations, penalties, judgments, awards, and other liabilities (collectively, "Liabilities"), and will fully reimburse Bear Stearns for any and all fees, costs, expenses and disbursements (co▇▇▇▇▇▇▇ely, "Expenses"), as and when incurred, of investigating, preparing or defending any claim, action, suit, proceeding or investigation, whether or not in connection with pending or threatened litigation or arbitration, and whether or not Bear Stearns is a party (collectively, "Actions") (including any and a▇▇ ▇▇▇▇l and other Expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), arising out of or in connection with advice or services rendered or to be rendered by Bear Stearns pursuant to the Agreement, the transactions contemplated ▇▇▇▇▇by or Bear Stearns' actions or inactions in connection with any such advice, ▇▇▇▇▇▇es or transactions; provided, however, such indemnity agreement shall not apply to any portion of any such Liability or Expense that resulted from the gross negligence, willful misconduct or bad faith of Bear Stearns. The parties acknowledge and agree that any indemnity and r▇▇▇▇▇▇▇ement obligations hereunder shall be borne severally by Trian and Sandell in accordance with their Pro Rata Percentages. These Inde▇▇▇▇▇▇▇tion Provisions shall be in addition to any liability that Trian and Sandell may otherwise have and shall extend to the following: The Be▇▇ ▇▇▇▇rns Companies Inc., Bear, Stearns & Co. Inc., and their ▇▇▇▇▇ctive affiliated entities, ▇▇▇▇▇▇ors, officers, employees employees, legal counsel, agents and controlling persons (within the meaning of Section 15 the federal securities laws). All references to Bear Stearns in these Indemnification Provisions shall be understoo▇ ▇▇ ▇▇clude any and all of the Securities Act or Section 20 of foregoing. If any Action is commenced as to which Bear Stearns proposes to demand indemnification hereunder, it shall ▇▇▇▇▇▇ the Exchange Act) against all lossesTrian Group with reasonable promptness; provided, claimshowever, damages, expenses and liabilities, as that any failure by Bear Stearns to notify the same are incurred (including Trian Group shall not relieve the reasonable fees and expenses of counsel), relating to or arising out of Trian Grou▇ ▇▇▇▇ its activities obligations hereunder or pursuant to this Agreement, except to the extent that any lossessuch failure so to notify the Trian Group materially prejudices the Trian Group's rights. Trian may assume, claimsat the expense of Trian and Sandell (borne in accordance with their Pro Rata Percentages), damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the ▇▇▇▇▇▇’e of any Action exercisable upon written notice to Bear Stearns within 15 days of notice by Bear Stearns provided pursuant ▇▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇ preceding sentence, and such de▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect shall be conducted by counsel chosen by Trian and reasonably satisfactory to which Bear Stearns; provided, however, that if (i) Trian shall fail to assume s▇▇▇ ▇▇▇▇▇▇ is entitled ense or employ counsel reasonably satisfactory to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of Bear Stearns as soon as reasonably practicable after assuming such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇e, (ii) in the reasonable opinion of counsel to Bear Stearns, the Company will assume the defense use of such action or proceeding and will employ counsel reasonably satisfactory chosen by Trian to ▇▇represent Bear Ste▇▇▇▇ and will pay the fees and expenses ▇ould present such counsel with a conflict of such counsel. Notwithstanding the preceding sentenceinterest, (▇▇▇) ▇▇▇ will be entitled ian authorizes Bear Stearns to employ separate counsel separate at the Trian Group's expense (bor▇▇ ▇▇ ▇ccordance with their Pro Rata Percentages) or (iv) Bear Stearns shall have been advised by its counsel that there may be leg▇▇ defenses available to Bear Stearns that are different from counsel for the Company and from any other party in such action if counsel for or additional to those availabl▇ ▇▇ ▇▇▇▇▇▇ reasonably determines e Trian Group and that in the reasonable opinion of such counsel are sufficient to make it would be inappropriate under the applicable rules of professional responsibility undesirable for the same counsel to represent both Bear Stearns and the Company Trian Group, then Bear Stearns shall have the right ▇▇ ▇▇▇▇oy one separate firm of outside ▇▇▇▇▇el in any such Action, such counsel shall have the right to have charge of such matters for Bear Stearns and the Trian Group shall not be entitled to assume the defe▇▇▇ ▇▇ such Action on behalf of Bear Stearns, and in such event the reasonable fees and expenses of s▇▇▇ ▇▇▇nsel shall be borne by the Trian Group (in accordance with their Pro Rata Percentages). Neither Trian nor Sandell shall be liable for any settlement of any claim against ▇▇▇▇ ▇tearns unless it is made with each of Trian's and Sandell's pr▇▇▇ ▇▇itten consent, which consent shall not be ▇▇▇▇▇▇▇▇▇bly withheld. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to Neither Trian nor Sandell shall settle the claim or proceeding provided that the Company will not settle compromise any such claim, action or proceeding permit a default ▇▇ ▇onsent to the entry of any judgment, in any Action in respect of which indemnification may be sought hereunder without the prior written consent of Bear Stearns, which consent shall not be unreasonably withheld, if t▇▇ ▇▇▇▇▇▇lement, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly compromise, default or consent includes an express unconditional release of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result Bear Stearns from all Liabilities arising out of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇)Action. (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. (A) To the extent permitted by law, the Company Corporation agrees that it will indemnify ▇▇▇▇▇▇ and hold harmless the Broker-Dealer, its affiliates, stockholdersand their respective directors, directorsmembers, officers, employees employees, agents, representatives and controlling persons (within collectively the meaning of Section 15 of the Securities Act “Broker-Dealer” and each such entity or Section 20 of the Exchange Actperson being an “Indemnified Party”) from and against any and all losses, claims, damages, expenses damages and liabilities, joint or several, as the same are incurred (including the reasonable fees incurred, to which such Indemnified Party may become subject, and expenses of counsel), relating related to or arising out of its the engagement of the Broker-Dealer hereunder, the activities hereunder performed or omitted by or on behalf of an Indemnified Party pursuant to this Agreement, except the transactions contemplated thereby or the Broker-Dealer’s role in connection therewith; provided that Corporation will not be liable to the extent that any lossesloss, claimsclaim, damages, expenses damage or liabilities (or actions in respect thereof) are liability is found in a final judgment (not subject to further appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ actions taken or omitted to be taken by the Broker-Dealer in bad faith or from the Broker-Dealer's gross negligence or willful misconduct or gross negligence in performing the services described herein. above. Corporation also agrees to reimburse any Indemnified Party for all expenses (Bincluding reasonable counsel fees and disbursements) Promptly after receipt by ▇▇▇▇▇▇ of notice as they are incurred in connection with the investigation of, preparation for or defense of any claim pending or the commencement of threatened claim, or any action action, investigation, suit or proceeding with respect to which ▇▇▇▇▇▇ arising therefrom, whether or not such Indemnified Party is entitled to indemnity hereundera party, ▇▇▇▇▇▇ will notify the Company in writing of such claim whether or of the commencement of such action not liability resulted and whether or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent is initiated or brought by or on behalf of ▇▇▇▇▇▇Corporation. Corporation also agrees that no Indemnified Party shall have any liability (whether direct or indirect, which will not be unreasonably withheld. (Cin contract or tort or otherwise) The Company agrees to notify ▇▇▇▇▇▇ promptly Corporation or its security holders or creditors related to or arising out of the assertion against it or any other person engagement of any claim the Broker-Dealer pursuant to, or the commencement performance by the Broker-Dealer of any action or proceeding relating to a transaction the services contemplated by by, this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute Agreement except to the amount paid extent that any loss, claim, damage or payable liability is found in a final judgment (not subject to further appeal) by ▇▇▇▇▇▇ as a result of such losses, claims, damages court to have resulted primarily from actions taken or liabilities in such proportion as is appropriate omitted to reflect not only the relative benefits received be taken by the Company on Broker-Dealer in bad faith or from the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages Broker-Dealer’s gross negligence or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇)willful misconduct. (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. In connection with the engagement letter to which this Exhibit A is attached, (Athe “Engagement Letter”), __________________ (the “Indemnitor”) To the extent permitted by law, the Company will agrees to indemnify ▇▇▇▇▇▇ and hold harmless Network 1 Financial Securities Inc. (“Network 1”) and its affiliates, stockholdersand the respective officers, directors, officersemployees, employees agents and representatives of Network 1, its affiliates and each other person, if any, controlling persons Network 1 or any of its affiliates (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActNetwork 1 and each such other person being an “Indemnified Person”) from and against all any losses, claims, damagesdamages or liabilities related to, arising out of or in connection with the engagement (the “Engagement”) under the Engagement Letter, and will reimburse each Indemnified Person for all expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel)) incurred in connection with investigating, relating to preparing, pursuing or defending any action, claim, suit, investigation or proceeding related to, arising out of its activities hereunder or pursuant to this Agreementin connection with the Engagement, except to the extent that whether or not pending or threatened and whether or not any Indemnified Person is a party. The Indemnitor will not however, be responsible for any losses, claims, damages, expenses damages or liabilities (or actions in respect thereofexpenses relating thereto) that are found in a final judgment (not subject to appeal) by a court of law finally judicially determined to have resulted primarily and directly from ▇▇▇▇▇▇’▇ the willful misconduct misconduct, acts of bad faith or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim Indemnified Person or the commencement which result from a material breach of contract of any action Indemnified Person. The Indemnitor will not, without Network 1’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding with respect to which ▇▇▇▇▇▇ any Indemnified Person is entitled to indemnity hereundera party and in respect of which indemnification may be sought hereunder unless such settlement, ▇▇▇▇▇▇ will notify the Company in writing compromise, consent or termination includes a release of each Indemnified Person party thereto from any liabilities arising out of such claim or of the commencement of such action action, claim, suit or proceeding. No Indemnified Person seeking indemnification, but failure to so notify reimbursement or contribution under this agreement will, without the Company shall not relieve the Company from any obligation it may have hereunderIndemnitor’s prior written consent, except and only settle, compromise, consent to the extent such failure results entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the forfeiture by the Company of substantial rights and defensespreceding paragraph. If the Company so elects indemnification provided for in the first paragraph of this agreement is judicially determined to be unavailable (other than in accordance with the second sentence of the first paragraph hereof) to an Indemnified Person in respect of any losses, claims, damages or is requested by ▇▇▇▇▇▇liabilities referred to herein, then, in lieu of indemnifying such Indemnified Person hereunder, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company Indemnitor shall contribute to the amount paid or payable by ▇▇▇▇▇▇ such Indemnified Person as a result of such losses, claims, damages or liabilities (and reasonable expense relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to the applicable Indemnified Person, on the one hand, and the Indemnitor, on the other hand, of the Engagement or (ii) if the allocation provided by clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, referred to in such clause (i) but also the relative fault of each of the Company on the one hand applicable Indemnified Person and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilitiesus, as well as any other relevant equitable considerations. The amounts ; provided, however, that in no event shall any Indemnified Person’s aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by a party Network 1 in respect connection with the transactions contemplated by the Engagement Letter. For the purposes of lossesthis agreement, claims, damages the relative benefits to the Indemnitor and liabilities referred to above the applicable Indemnified Person of the Engagement shall be deemed to include any legal be in the same proportion as (a) the total value paid or other fees and expenses incurred contemplated to be paid or received or contemplated to be received by the Indemnitor or its shareholders, as the case may be, in defending any litigation, proceeding the transaction or other action or claim. Notwithstanding transactions that are the provisions hereof, ▇▇▇▇▇▇’▇ share subject of the liability hereunder shall not be in excess of the amount of fees actually receivedEngagement, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not any such transaction is consummated, bears to (b) the transaction fees paid to Network 1 in connection with the transactions contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwiseEngagement Letter.

Indemnification Provisions. (A) To Neither the extent permitted by law, the Company will indemnify ▇▇▇▇▇▇ and Agent nor any of -------------------------- its affiliates, stockholders, directors, officers, agents, or employees and controlling persons shall be liable for any action taken or not taken by it in connection with the Credit Documents (within i) with the meaning of Section 15 consent or at the request of the Securities Act Majority Lenders or Section 20 of all the Exchange ActLenders where unanimity is required or (ii) against all losses, claims, damages, expenses and liabilities, as in the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out absence of its activities hereunder own gross negligence or pursuant willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Borrowing; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any Subsidiary contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 4 hereof, except receipt of items required to be delivered to the extent that any lossesAgent; or (iv) the validity, claimseffectiveness, damagesgenuineness, expenses enforceability, perfection, value, worth or liabilities (collectability hereof or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim other Credit Document or of the commencement Liens provided for by the Security Documents or of any action other documents or proceeding writing furnished in connection with any Credit Document or of the Collateral; and the Agent makes no representation of any kind or character with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company any such matters mentioned in writing this sentence. The Agent may execute any of such claim or its duties under any of the commencement of such action Credit Documents by or proceedingthrough employees, but failure to so notify the Company agents, and attorneys-in-fact and shall not relieve the Company from any obligation it may have hereunder, except and only be answerable to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it Lenders or any other person Person for the default or misconduct of any claim such agents or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerationsattorneys-in-fact selected with reasonable care. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be in excess of the amount of fees actually received, genuine or to be receivedsent by the proper party or parties. In particular and without limiting any of the foregoing, the Agent shall have no responsibility for confirming the existence or worth of any Collateral or the accuracy of any Compliance Certificate or other document or instrument received by ▇▇▇▇▇▇ it under this Agreement the Credit Documents. The Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Agent signed by such owner in form satisfactory to the Agent. Each Lender acknowledges that it has independently and without reliance on the Agent or any other Lender obtained such information and made such investigations and inquiries regarding the Borrower and its Subsidiaries as it deems important, and based upon such information, investigations and inquiries made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Lender to keep itself informed about the creditworthiness and business properties, assets, liabilities, condition (excluding financial or otherwise) and prospects of the Borrower and its Subsidiaries, the creditworthiness of all account debtors of the Borrower and its Subsidiaries, and the Agent shall have no liability whatsoever to any amounts received Lender for such matters. The Agent shall have no duty to disclose to the Lenders information that is not required by any Credit Document to be furnished by the Borrower or any Subsidiaries to the Agent at such time, but is voluntarily furnished to the Agent (either in its capacity as reimbursement of expenses incurred by ▇▇▇▇▇▇Agent or in its individual capacity). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. (A) To the extent permitted by lawIf any action, the Company will indemnify ▇▇▇▇▇▇ and its affiliatessuit, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act proceeding or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilitiesinvestigation is commenced, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled an Indemnified Party proposes to indemnity hereunderdemand indemnification, ▇▇▇▇▇▇ will it shall notify the Company in writing of such claim or of the commencement of such action or proceedingwith reasonable promptness; provided, but however, that any failure by an Indemnified Party to so notify the Company shall not relieve the Company from any obligation it may its obligations hereunder. An Indemnified Party shall have hereunderthe right to retain one counsel of its own choice to represent it, except and only the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇consistent with its professional responsibilities, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for cooperate with the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid designated by the Company in addition to local counselCompany. The Company will have shall be liable for any settlement of any claim against any Indemnified Party made with the exclusive right to settle the claim or proceeding provided that the Company’s written consent. The Company will not settle any such claimshall not, action or proceeding without the prior written consent of ▇▇▇▇▇▇Placement Agent, which will not be unreasonably withheld. settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (Ci) The Company agrees includes, as an unconditional term thereof, the giving by the claimant to notify ▇▇▇▇▇▇ promptly all of the assertion against it Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or any other person legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any claim Indemnified Party or the commencement of any action or proceeding relating inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a transaction contemplated claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by this Agreement. a court of competent jurisdiction (Dnot subject to further appeal) If that such indemnification may not be enforced in such case, even though the express provisions hereof provide for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmlessindemnification in such case, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities Losses to which any Indemnified Party may be subject (i) in such proportion as is appropriate to reflect not only accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand hand, and ▇▇▇▇▇▇ the Indemnified Party, on the otherother hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company Company, on the one hand hand, and ▇▇▇▇▇▇ the Indemnified Party, on the other that hand, in connection with the statements, acts or omissions which resulted in such losses, claims, damages or liabilities, Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The amounts paid relative benefits received (or payable anticipated to be received) by a party in respect of lossesthe Company and it stockholders, claims, damages subsidiaries and liabilities referred to above affiliates shall be deemed to include any legal be equal to the aggregate consideration payable or other receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees and expenses incurred actually received by Placement Agent in defending any litigation, proceeding connection with such transaction or other action or claimtransactions. Notwithstanding the provisions hereofforegoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant Shares: Initial Exercise Date: [______], 2021 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 18, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NightFood Holdings, Inc. a Nevada corporation., (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Agreement (excluding any amounts received Warrant shall be equal to the Exercise Price, as reimbursement of expenses incurred by ▇▇▇▇▇▇defined in Section 2(b). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. In connection with the engagement of Rod▇▇▇ & Ren▇▇▇▇, ▇LC (A“Rod▇▇▇”) by China Direct Industries, Inc. (the “Company”) pursuant to a letter agreement dated June 15, between the Company and Rod▇▇▇, ▇s it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows: 1. To the extent permitted by law, the Company will indemnify ▇▇▇Rod▇▇▇ and ▇▇d its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange ActAct of 1934, as amended) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this the Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from ▇▇▇Rod▇▇▇’▇ willful ▇▇llful misconduct or gross negligence in performing the services described herein. (B) 2. Promptly after receipt by ▇▇▇Rod▇▇▇ of ▇▇ notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇Rod▇▇▇ is ▇▇ entitled to indemnity hereunder, ▇▇▇Rod▇▇▇ will ▇▇ll notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇Rod▇▇▇ and ▇▇d will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇Rod▇▇▇ will ▇▇ll be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇Rod▇▇▇ reasonably ▇easonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇Rod▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counselCompany. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇Rod▇▇▇, which ▇hich will not be unreasonably withheld. (C) 3. The Company agrees to notify ▇▇▇Rod▇▇▇ promptly ▇▇omptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this the Agreement. (D) 4. If for any reason the foregoing indemnity is unavailable to ▇▇▇Rod▇▇▇ or ▇▇ insufficient to hold ▇▇▇Rod▇▇▇ harmless▇▇rmless, then the Company shall contribute to the amount paid or payable by ▇▇▇Rod▇▇▇ as ▇▇ a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇Rod▇▇▇ on ▇▇ the other, but also the relative fault of the Company on the one hand and ▇▇▇Rod▇▇▇ on ▇▇ the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇Rod▇▇▇’▇ share ▇▇are of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇Rod▇▇▇ under this ▇▇der the Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇Rod▇▇▇). (E) 5. These indemnification provisions Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by this the Agreement is completed and shall survive the termination of this the Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this the Agreement or otherwise.

Indemnification Provisions. The Company (A) To the extent permitted by lawin such capacity, the Company will “Indemnifying Party”) shall indemnify ▇▇▇▇▇▇ and its affiliateshold harmless the Investors and each of their respective Affiliates, stockholdersmembers, partners, officers, directors, officersemployees, employees agents, advisors and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Acteach, in such capacity, an “Indemnified Person”) from and against any and all losses, claims, damages, expenses liabilities and liabilitiesreasonable expenses, as the same are incurred (including the reasonable fees and expenses of counsel)joint or several, relating to or which any such Indemnified Person may become subject arising out of its activities hereunder or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Rights Offering, this Agreement, the Commitments, the Chapter 11 Plan (or the solicitation thereof), the Chapter 11 Cases or the transactions contemplated hereby or thereby, including without limitation, payment of the Commitment Fee or the Transaction Expenses, if any, distribution of the Rights, purchase and sale of Rights Offering Shares in the Rights Offering and purchase and sale of Shares pursuant to this Agreement, except or any breach by the Company of any representation, warranty, covenant or other provision of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred in connection with investigating, responding to or defending any of the extent foregoing; provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses or liabilities (or actions in respect thereof) to the extent that they are found in a final judgment (not subject to appeal) by a court of law finally judicially determined to have resulted primarily and directly from ▇▇▇▇▇▇’▇ fraud, gross negligence or willful misconduct or gross negligence in performing on the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing part of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defensesIndemnified Person. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity indemnification is unavailable to ▇▇▇▇▇▇ any Indemnified Person or insufficient to hold ▇▇▇▇▇▇ it harmless, then the Company Indemnifying Party shall contribute to the amount paid or payable by ▇▇▇▇▇▇ such Indemnified Person as a result of such lossesloss, claimsclaim, damages damage, liability or liabilities expense in such proportion as is appropriate to reflect not only the relative benefits received by the Company Indemnifying Party on the one hand and ▇▇▇▇▇▇ such Indemnified Person on the other, other hand but also the relative fault of the Company Indemnifying Party, on the one hand hand, and ▇▇▇▇▇▇ such Indemnified Person, on the other that resulted in such losses, claims, damages or liabilitieshand, as well as any relevant equitable considerations. The amounts It is hereby agreed that the relative benefits to the Indemnifying Party on the one hand and all Indemnified Persons on the other hand shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Company pursuant to the sale of Shares to the Investors pursuant to this Agreement bears to (ii) the Commitment Fee paid or payable by proposed to be paid to the Investors in connection with such sales. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of the Indemnifying Party, or any other person in connection with or as a party in respect result of the Rights Offering, this Agreement, the Commitments, the Chapter 11 Plan (or the solicitation thereof), the Chapter 11 Cases or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages and liabilities referred to above shall be deemed to include any legal damages, liability or other fees and expenses incurred by the Company are finally judicially determined to have resulted from fraud, gross negligence or willful misconduct of such Indemnified Person in defending performing the services that are the subject of this Agreement. Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, litigation, investigation, proceeding or other action or claim. Notwithstanding with respect to which such Indemnified Person may be entitled to indemnification hereunder (“Actions”), such Indemnified Person will, if a claim is to be made hereunder against the provisions hereofIndemnifying Party in respect thereof, ▇▇▇▇▇▇’▇ share notify the Indemnifying Party in writing of the commencement thereof; provided, that (i) the omission so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have hereunder except to the extent it has been actually and materially prejudiced by such failure and (ii) the omission so to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to an Indemnified Person otherwise than on account of this Section 8. In case any such Actions are brought against any Indemnified Person and such Indemnified Person notifies the Indemnifying Party of the commencement thereof, if the Indemnifying Party commits in writing to fully indemnify and hold harmless the Indemnified Person with respect to such Actions, without regard to whether the Effective Date occurs, the Indemnifying Party will be entitled to participate in such Actions, and, to the extent that such Indemnifying Party may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel satisfactory to such Indemnified Person, provided that if the defendants in any such Actions include both such Indemnified Person and the Indemnifying Party and such Indemnified Person shall have concluded that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Actions on behalf of such Indemnified Person. Following the date of receipt of such indemnification commitment from the Indemnifying Party and notice from the Indemnifying Party to such Indemnified Person of its election so to assume the defense of such Actions and approval by such Indemnified Person of counsel, the Indemnifying Party shall not be in excess of the amount of fees actually received, or liable to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of such Indemnified Person for expenses incurred by ▇▇▇▇▇▇such Indemnified Person in connection with the defense thereof after such date (other than reasonable costs of investigation) unless (w) such Indemnified Person shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (x) the Indemnifying Party shall not have employed counsel satisfactory to such Indemnified Person to represent such Indemnified Person at the Indemnifying Party’s expense within a reasonable time after notice of commencement of the Actions, (y) after the Indemnifying Party assumes the defense of such Actions, such Indemnified Person determines that the Indemnifying Party is failing to diligently defend against such Actions in good faith or (z) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. THIS REGISTRATION RIGHTS AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of [●], 2013, by and among K-V Pharmaceutical Company, a Delaware corporation (the “Company”), and the persons identified on Schedule A hereto (each, a “Holder”). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. In connection with the engagement of Maxim Group LLC (Athe “Placement Agent”) by Castor Maritime Inc. (the “Company”) pursuant to a placement agency agreement dated as of the date hereof, between the Company and the Placement Agent, as it may be amended from time to time in writing (the “Agreement”), the Company hereby agrees as follows: 1. To the extent permitted by law, the Company will indemnify ▇▇▇▇▇▇ the Placement Agent and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange ActAct of 1934) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this the Agreement, except except, with regard to the Placement Agent, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ the Placement Agent’s willful misconduct or gross negligence in performing the services described herein. (B) , as the case may be. 2. Promptly after receipt by ▇▇▇▇▇▇ the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ the Placement Agent is entitled to indemnity hereunder, ▇▇▇▇▇▇ the Placement Agent will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ the Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ the Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counselCompany. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇the Placement Agent, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. (A) To the extent permitted by lawBorrower hereby covenants and agrees, the Company will indemnify ▇▇▇▇▇▇ at its sole cost and its affiliatesexpense, stockholdersto indemnify, directorsprotect, officersdefend and save harmless each and every Indemnitee from and against any and all damages, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, liabilities, obligations, penalties, claims, damageslitigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements and/or expenses (including, without limitation attorneys', consultants' and experts' fees, expenses and liabilitiesdisbursements) of any kind or nature whatsoever by whomever asserted which may at any time be imposed upon, as the same are incurred (including the reasonable fees and expenses of counsel)by or asserted or awarded against any Indemnitee relating to, relating to resulting from or arising out of its activities hereunder the past, present or pursuant future (a) use of the Premises for the storage, treatment, generation, transportation, processing, handling, production or disposal of any Hazardous Substance or as a landfill or other waste disposal site or for military, manufacturing or industrial purposes, (b) presence of any Hazardous Substances or a Release or the threat of a Release on, at or from the Premises, (c) appropriate investigative, containment, removal, clean up and other remedial actions with respect to this Agreementa Release or the threat of any Release on, except at or from the Premises, (d) human exposure to any Hazardous Substance or nuisances of whatever kind to the extent that any lossesthe same arise from the condition of the Premises or the ownership, claimsuse, damagesoperation, expenses sale, transfer or liabilities conveyance thereof, (or actions in respect thereofe) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice violation of any claim applicable Environmental Law, (f) non-compliance with any Environmental Permit or the commencement (g) material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by Borrower in this Agreement or arising out of Lender's exercise of any action of its rights under this Agreement (collectively, the "Indemnified Matters"). 8 The liability of Borrower to each Indemnitee hereunder shall in no way be limited, abridged, impaired or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim otherwise affected by (i) any amendment or modification of the commencement of such action Loans Documents by or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from benefit of Borrower or any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly subsequent owner of the assertion against it Premises, (ii) any extensions of time for payment or performance required by any of the Loans Documents, (iii) any extensions of time for payment or performance required by any of the Loans Documents, (iv) the release of Borrower, any guarantor of the Loans or any other person from the performance or observance of any claim of the agreements, covenants, terms or conditions contained in any of the agreements, covenants, terms or provisions of the Loans Documents, (v) any exculpatory provision contained in any of the Loans Documents limiting Lender's recourse to property encumbered by the Mortgage or to any other security or limiting Lender's rights to a deficiency judgment against Borrower, (vi) any applicable statute of limitations, (vii) any investigation or inquiry conducted by or on the behalf of Lender or any other Indemnitee or any information which Lender or any other Indemnitee may have or obtain with respect to the environmental or ecological condition of the Premises (viii) the sale, assignment or foreclosure of the Note or the commencement mortgage, (ix) the sale, transfer, conveyance or lease of all or part of the Premises, (x) the dissolution or liquidation of Borrower, (xi) the death or legal incapacity of any action Borrower, (xii) the release or discharge, in whole or in part, of any Borrower in any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding relating to or (xiii) any other circumstances which might otherwise constitute a transaction contemplated by legal or equitable release or discharge, in whole or in part, of Borrower under the Note, the Mortgage or under this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect indemnification agreement contained herein is wholly independent of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that indemnification agreement heretofore given to Lender or any other Indemnitee as part of the Company might otherwise have to any indemnified party under this Agreement or otherwiseapplication process for the Loans.

Indemnification Provisions. (A) To The Company agrees to indemnify and hold harmless the extent permitted by law, the Company will indemnify ▇▇▇▇▇▇ Placement Agent and its affiliates, stockholdersaffiliates and their respective officers, directors, officersemployees, employees agents, counsel, advisers and consultants, and any persons controlling persons (the Placement Agent or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act) Act of 1934 (the Placement Agent and each such other person or entity being referred to herein as an “Indemnified Person”), from and against all losses, claims, damages, expenses and liabilities, as the same losses or damages (or actions in respect thereof) or other expenses (and further agrees to advance all expenses) which (A) are incurred related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the reasonable fees Company or its respective affiliates in connection with this Agreement, the Placement or which affect the Placement or (ii) actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity with the actions or omissions of the Company or their respective affiliates in connection with this Agreement, the Placement or which affect the Placement or (iii) any investigation, litigation, or inquiry by a regulatory or self-regulatory agency or authority involving the Company or any transaction arising under any agreements between the Company and expenses of counsel), relating the Placement Agent or (B) are otherwise related to or arising arise out of the Placement Agents’ activities on behalf of the Company or its activities hereunder or respective affiliates pursuant to this AgreementAgreement or (C) in any way involving or alleged to involve the Company, except to the extent that any Placement or any Securities. The Company will not be responsible, however, for any losses, claims, damages, liabilities or expenses or liabilities pursuant to clause (or actions in respect thereofB) of the preceding sentence which are found in a final judgment (not subject to appeal) by a court of law finally judicially determined to have resulted primarily and directly solely from ▇▇▇▇▇▇’▇ willful misconduct or such Indemnified Person’s gross negligence or willful misconduct. In addition, the Company agrees to advance (and in performing the services described hereinabsence of advancement required hereunder) to promptly reimburse each Indemnified Person for all reasonable out-of-pocket expenses (including fees and expenses of counsel) as they are incurred by such Indemnified Person in connection with investigating, preparing, conducting or defending any such action or claim, whether or not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the rights of such Indemnified Person under this Agreement, including the costs of any claims asserted by an Indemnified Person against any indispensable party or by way of a counterclaim in any litigation within the scope of this provision. The Company agrees to advance such expenses incurred by an Indemnified Person pursuant to which indemnity may be sought hereunder within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any proceeding. Such advances shall be unsecured and interest free and without regard to the Indemnified Person’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnified Persons shall be entitled to continue to receive advancement of expenses pursuant to this section unless and until the matter of an Indemnified Person’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Each Indemnified Person undertakes to repay such amounts advanced only if and to the extent that, it ultimately is determined that the Indemnified Person is not entitled to be indemnified by the Company under the provisions of this Agreement. (B) Promptly after receipt by ▇▇▇▇▇▇ the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ the Placement Agent is entitled to indemnity hereunder, ▇▇▇▇▇▇ the Placement Agent will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ the Placement Agent and will pay the reasonable fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably the Placement Agent determines that it to do so would be inappropriate under in the applicable rules best interests of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counselCompany. The Company will have the exclusive right to settle the claim or proceeding at its sole expense provided that the Company will obtains a full and unconditional release of any claims against the Placement Agent and the Indemnified Persons from all liability on claims that are the subject matter of such proceeding and does not settle include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Placement Agent or any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheldIndemnified Person. (C) The Company agrees and the Placement Agent and any Indemnified Persons agree to notify ▇▇▇▇▇▇ each other promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreementengagement letter. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ the Placement Agent or insufficient to hold ▇▇▇▇▇▇ the Placement Agent harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ the Placement Agent as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ the Placement Agent on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ the Placement Agent on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses reasonably incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, received by ▇▇▇▇▇▇ Placement Agent under this Agreement engagement letter (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇Placement Agent). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement engagement letter or otherwise.

Indemnification Provisions. In the event any of the Parties breaches (Aor in the event any third party alleges facts that, if true, would mean that the pertinent Party has breached) To any of their representations and warranties contained in this appendix, then such Party (the extent permitted “Indemnifying Party”) agrees to indemnify the other (the “Indemnified Party”) from and against the entirety of any Adverse Consequences the latter may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Indemnified Party may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by lawthe breach (or the alleged breach), provided that the Indemnified Party follows the procedures established in this article, and article XXI of the Agreement if necessary, except for any circumstance which arises out of the gross negligence or intentional misconduct of the Indemnified Party. If any Party has breached any representation or warranty contained herein in any respect, the Company will indemnify ▇▇▇▇▇▇ and its affiliates, stockholders, directors, officers, employees and controlling persons fact that there exists another representation or warranty relating to the same subject matter (within the meaning of Section 15 regardless of the Securities Act relative levels of specificity) which such Party has not breached shall not detract from or Section 20 mitigate the fact that said Party is in breach of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as first representation or warranty. In case of breach of any representation or warranty contained in the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except the Indemnified Party shall notify the Indemnifying Party of such claim. The Indemnifying Party shall notify to the extent that any lossesIndemnified Party whether the Indemnifying Party accepts or rejects – either totally or partially – the Indemnified Party’s claim within a thirty-calendar-day period as from the date of notificaiton of such claim. If the claim is rejected totally or partially, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court the Parties shall appoint one of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunderDeloitte & Touche, ▇▇▇▇▇▇ will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding PriceWaterhouseCoopers and will employ counsel reasonably satisfactory to ▇Ernst & ▇▇▇▇▇ to evaluate the claim and to asses the amount of the indemnification, if pertinent. If the Parties do not agree on the auditing firm, the auditing firm shall be chosen by haphazard among the mentioned firms. Any Party may notify the choice to the chosen firm. The chosen firm will pay provide its opinion to the fees Parties within a thirty-working-day period as from the date of ​ notification of the choice, based on all relevant information provided by the Parties. The Parties shall disclose all the relevant information to enable the chosen firm to evaluate and expenses assess the claim. The opinion of such counsel. Notwithstanding the preceding sentenceauditing firm will not be binding, ▇▇▇▇▇▇ but will be entitled taken into account by the Parties in its material conclusions, in order to employ counsel separate from counsel for solve the Company and from any other party controversy amicably, before resorting to the proceedings foreseen in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under clause XXI of the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇Agreement. In such event, the reasonable fees and disbursements of no more than one such separate counsel The currency in which damages will be paid by will be that identified in section 12.2 of the Company in addition Agreement. If any of the Parties makes a claim to local counsel. The Company will the other Party and the Party making such claim has breached any obligation before, the Party to which the claim is addressed shall have the exclusive right no to settle comply with the pertinent obligation until the Party making the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheldcomplies with its obligation. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. (A) To The Company agrees to indemnify and hold harmless the extent permitted by law, the Company will indemnify ▇▇▇▇▇▇ Placement Agent and its affiliates, stockholdersaffiliates and their respective officers, directors, officersemployees, employees agents, counsel, advisers and consultants, and any persons controlling persons (the Placement Agent or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act) Act of 1934 (the Placement Agent and each such other person or entity being referred to herein as an “Indemnified Person”), from and against all losses, claims, damages, expenses and liabilities, as the same losses or damages (or actions in respect thereof) or other expenses (and further agrees to advance all expenses) which (A) are incurred related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any material statements omitted to be made) by the reasonable fees Company or its respective affiliates in connection with this Agreement, any Placement or which affect any Placement or (ii) material actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity with the actions or omissions of the Company or their respective affiliates in connection with this Agreement, any Placement or which affect any Placement or (iii) any investigation, litigation, or inquiry by a regulatory or self-regulatory agency or authority involving the Company or any transaction arising under any agreements between the Company and expenses of counsel), relating the Placement Agent or (B) are otherwise related to or arising arise out of the Placement Agent’s activities on behalf of the Company or its activities hereunder or respective affiliates pursuant to this AgreementAgreement or (C) in any way involving or alleged to involve the Company, except to the extent that any Placement or any Securities. The Company will not be responsible, however, for any losses, claims, damages, liabilities or expenses or liabilities pursuant to clause (or actions in respect thereofB) of the preceding sentence which are found in a final judgment (not subject to appeal) by a court of law finally judicially determined to have resulted primarily and directly solely from ▇▇▇▇▇▇’▇ such Indemnified Person’s negligence or willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereundermisconduct. In addition, ▇▇▇▇▇▇ will notify the Company agrees to advance (and in writing the absence of advancement required hereunder) to promptly reimburse each Indemnified Person for all reasonable out-of-pocket expenses (including fees and expenses of counsel) as they are incurred by such claim Indemnified Person in connection with investigating, preparing, conducting or of the commencement of defending any such action or proceedingclaim, but failure whether or not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the rights of such Indemnified Person under this Agreement, including the costs of any claims asserted by an Indemnified Person against any indispensable party or by way of a counterclaim in any litigation within the scope of this provision upon the receipt of written notice from the Indemnified Person. The Company agrees to so notify the Company shall not relieve the Company from any obligation it advance such expenses incurred by an Indemnified Person pursuant to which indemnity may have hereunder, except and only to the extent such failure results in the forfeiture be sought hereunder within thirty (30) days after receipt by the Company of substantial rights a statement requesting such advances from time to time, whether prior to or after final disposition of any proceeding. Such advances shall be unsecured and defensesinterest free and without regard to the Indemnified Person’s ultimate entitlement to indemnification under the other provisions of this Agreement. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will Indemnified Persons shall be entitled to employ counsel separate continue to receive advancement of expenses pursuant to this section unless and until the matter of an Indemnified Person’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from counsel for which no further right of appeal exists. Each Indemnified Person undertakes to repay such amounts advanced only if and to the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines extent that, it ultimately is determined that it would the Indemnified Person is not entitled to be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid indemnified by the Company in addition to local counsel. The Company will have under the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent provisions of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. (Aa) To Parent shall, or shall cause the extent permitted by lawSurviving Corporation to, maintain the Company will indemnify ▇▇▇▇▇▇ Company’s existing indemnification provisions that have been provided or made available to Parent as of the date hereof with respect to present and its affiliates, stockholders, former directors, officers, employees and controlling persons (within the meaning of Section 15 agents of the Securities Act Company and the Company Subsidiaries and all other Persons who may presently serve or Section 20 have served at the Company’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (collectively, the Exchange Act“Company Indemnified Parties”) against for all lossesexpenses, claimsJudgments, damagesfines and amounts paid in settlement by reason of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time to the fullest extent permitted or required under, expenses and liabilities(i) Applicable Law, as (ii) the same are incurred Company’s Organizational Documents in effect on the date hereof (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to the extent that consistent with Applicable Law) and (iii) indemnification agreements of the Company or any lossesCompany Subsidiary in effect on the date hereof (to the extent consistent with Applicable Law), claimsand shall cause the Surviving Corporation to perform its obligations under such indemnification provisions in accordance with their respective terms. In addition, damagesfrom and after the Effective Time, expenses Company Indemnified Parties who become directors, officers or liabilities (or actions in respect thereof) are found in a final judgment (not subject fiduciaries under benefit plans of Parent will be entitled to appeal) by a court the indemnity rights and protections then afforded to directors, officers and fiduciaries under benefit plans of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described hereinParent. (Bb) Promptly after receipt by ▇▇▇▇▇▇ Parent shall maintain Parent’s existing indemnification provisions that have been provided or made available to the Company as of notice of any claim or the commencement of any action or proceeding date hereof with respect to which ▇▇▇▇▇▇ is entitled present and former directors, officers, employees and agents of Parent, the Parent Subsidiaries and all other Persons who may presently serve or have served at Parent’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for all expenses, Judgments, fines and amounts paid in settlement by reason of actions or omissions or alleged actions or omissions occurring at or prior to indemnity hereunderthe Effective Time to the fullest extent permitted or required under, ▇▇▇▇▇▇ will notify (i) Applicable Law, (ii) Parent’s Organizational Documents in effect on the Company date hereof (to the extent consistent with Applicable Law) and (iii) indemnification agreements of Parent or any Parent Subsidiary in writing effect on the date hereof (to the extent consistent with Applicable Law), and shall perform its obligations under such indemnification provisions in accordance with their respective terms. (c) Parent shall, for six years after the Effective Time, cause the Surviving Corporation to maintain in effect directors’ and officers’ liability insurance covering each person currently covered by the Company’s current directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time on terms with respect to such coverage and amounts no less favorable than those of such claim or policy in effect on the date of this Agreement; provided, that the commencement Surviving Corporation may substitute therefor policies of a reputable insurance company the material terms of which, including coverage and amount, are no less favorable to such action or proceedingdirectors and officers than the insurance coverage otherwise required under this Section 8.6(c); provided, but failure to so notify however, that the Company Surviving Corporation shall not relieve the Company from any obligation it may have hereunder, except and only be obligated to make annual premium payments for such insurance to the extent such failure results in premiums exceed 200% of the forfeiture annual premiums paid as of the date hereof by the Company of substantial rights and defensesfor such insurance (such 200% amount, the “Company Maximum Premium”). If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will insurance coverage cannot be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it obtained at all, or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not 57 can only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be obtained at an annual premium in excess of the Company Maximum Premium, the Surviving Corporation shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Company Maximum Premium. The Company represents to Parent that the Company Maximum Premium is the amount set forth in Schedule 8.6(c) of fees actually received, or to be received, by ▇▇▇▇▇▇ the Company Disclosure Schedule. The Surviving Company may satisfy in full its obligation under this Agreement Section 8.6(c) by acquiring a tail directors’ and officers’ liability insurance policy (excluding any i) that covers each person currently covered by the Company’s current directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time on terms with respect to such coverage and amounts received as reimbursement no less favorable than those of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain such policy in full force and effect whether or not on the transaction contemplated by this Agreement is completed and shall survive the termination date of this Agreement, and (ii) in respect of which the premium for a period until the sixth anniversary of the Effective Time is prepaid at the commencement of such period. At the request of Parent, the Company shall cooperate with Parent to obtain such a tail policy effective as of the Effective Time. (d) Parent shall, for six years after the Effective Time, maintain in effect directors’ and officers’ liability insurance covering each person currently covered by Parent’s current directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date of this Agreement; provided, that Parent may substitute therefor policies of a reputable insurance company the material terms of which, including coverage and amount, are no less favorable to such directors and officers than the insurance coverage otherwise required under this Section 8.6(d); provided, however, that Parent shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 200% of the annual premiums paid as of the date hereof by Parent for such insurance (such 200% amount, the “Parent Maximum Premium”). If such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in addition excess of the Parent Maximum Premium, Parent shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Parent Maximum Premium. The Parent represents to the Company that the Parent Maximum Premium is the amount set forth in Schedule 8.6(d) of the Parent Disclosure Schedule. Parent may satisfy in full its obligation under this Section 8.6(d) by acquiring a tail directors’ and officers’ liability insurance policy (i) that covers each person currently covered by Parent’s current directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date of this Agreement, and (ii) in respect of which the premium for a period until the sixth anniversary of the Effective Time is prepaid at the commencement of such period. (e) In the event that Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any liability Person (including by dissolution), then, and in each such case, Parent shall cause proper provision to be made so that the Company might otherwise have to any indemnified party under successors and assigns of Parent or the Surviving Corporation assume and honor the obligations set forth in this Agreement or otherwiseSection 8.6.

Indemnification Provisions. The Company (Aas such term is defined in the attached Agreement (the "Agreement") To the extent permitted by lawagrees to indemnify and hold harmless EVEREN Securities, the Company will indemnify ▇▇▇▇▇▇ Inc. ("EVEREN") from and its affiliates, stockholders, directors, officers, employees against any and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and liabilities, as the same are incurred disbursements (including the reasonable without limitation fees and expenses disbursements of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreementand any and all actions, except to the extent that suits, proceedings and investigations in respect thereof and any losses, claims, damagesand all legal and other costs, expenses and disbursements, whether in giving testimony, furnishing documents in response to a subpoena or liabilities otherwise, including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or actions not in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding connection with respect litigation to which ▇▇▇▇▇▇ is entitled a party), directly or indirectly caused by, relating to, based upon, arising out of, or in connection with any transactions or services contemplated by, referred to in or in any manner otherwise arising out of the Agreement and/or any act or omission of EVEREN under or pursuant to the Agreement; PROVIDED, HOWEVER, such indemnity hereunderagreement shall not apply to any portion of any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted from the gross negligence or willful misconduct of EVEREN. The Company also agrees that EVEREN shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or to any person (including, with limitation, Company shareholders) claiming by or through the Company for or in connection with the engagement of EVEREN pursuant to the Agreement, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted from the gross negligence or willful misconduct of EVEREN. This indemnification shall be in addition to any liability which the Company may otherwise have to EVEREN or the persons indemnified below in this sentence and shall extend to the following: EVEREN Capital Corporation, EVEREN Securities, Inc., their respective affiliated entities, directors, officers, employees, legal counsel, agents and any other person that directly or indirectly controls or is controlled by or is under common control with any person referred to above (within the meaning of the federal securities laws). All references to EVEREN in these Indemnification Provisions shall be understood to include any and all of the foregoing. If any action, suit, proceeding or investigation is commenced, as to which ▇▇▇▇▇▇ will proposes to demand indemnification, it shall notify the Company in writing of such claim or of the commencement of such action or proceedingwith reasonable promptness; PROVIDED, but HOWEVER, that any failure by ▇▇▇▇▇▇ to so notify the Company shall not relieve the Company from any obligation it may have hereunder, its obligations hereunder except and only to the extent the Company is prejudiced by such failure results in the forfeiture by the Company of substantial rights and defensesor delay. If the Company so elects or is requested by Subject to ▇▇▇▇▇▇'s approval which shall not be unreasonably withheld, the Company will assume shall have the defense right to retain counsel of such action or proceeding its own choice to represent EVEREN, and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will the Company shall pay the fees fees, expenses and expenses disbursements of such counsel. Notwithstanding ; and such counsel shall, to the preceding sentenceextent consistent with its professional responsibilities, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for cooperate with the Company and from any other party in such action if counsel designated by the Company. The Company shall be liable for ▇▇▇▇▇▇ reasonably determines that it would any settlement of any claim against EVEREN made with the Company's written consent, which consent shall not be inappropriate under unreasonably withheld. The Company shall have the applicable rules of professional responsibility for the same counsel right to represent both the Company and settle any claim against ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding ; provided that the Company will not settle any such claimshall not, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees settle or compromise any claim, or permit a default or consent to notify the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to EVEREN of an unconditional release from any and all liability in respect of such claim. ▇▇▇▇▇▇ promptly of shall reimburse the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If Company for any reason monies paid by the foregoing indemnity Company pursuant to these Indemnification Provisions with respect to all fees, costs, expenses and disbursements if liability is unavailable found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted from the gross negligence or willful misconduct of EVEREN. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to this Indemnification Agreement is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company, on the one hand, and ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then on the Company other hand, shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements to which the indemnified persons may be subject in such proportion as is appropriate to reflect not only accordance with (i) the relative benefits received by the Company Company, on the one hand hand, and ▇▇▇▇▇▇ ▇, on the other, but also other hand; (ii) the relative fault of the Company on the one hand and ▇▇▇▇▇▇ EVEREN on the other that hand, in connection with the statements, acts or omissions, as the case may be, which resulted in such losses, claims, damages or damages, obligations, penalties, judgments, awards, liabilities, as well as any costs, expenses or disbursements; and (iii) consideration of relevant equitable considerationsprinciples. The amounts paid or payable by No person found liable for a party in respect of losses, claims, damages and liabilities referred to above fraudulent misrepresentation shall be deemed entitled to include contribution from any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claimperson who is not also found liable for such fraudulent misrepresentation. Notwithstanding the provisions hereofforegoing, ▇▇▇▇▇▇’▇ share of the liability hereunder EVEREN shall not be in excess of obligated to contribute any amount hereunder that exceeds the amount of fees actually received, previously received by EVEREN pursuant to the Agreement unless EVEREN shall have been found liable in a final judgment by a court of competent jurisdiction (not subject to further appeal) of gross negligence or to be received, by willful misconduct. Neither the termination nor completion of the Agreement or of the engagement of ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These referred to therein shall affect the indemnification provisions provided for hereunder, which shall remain operative and in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwiseeffect.

Indemnification Provisions. (A) To The Company agrees to indemnify and hold harmless the extent permitted by law, the Company will indemnify ▇▇▇▇▇▇ Placement Agent and its affiliates, stockholdersaffiliates and their respective officers, directors, officersemployees, employees agents, counsel, advisers and consultants, and any persons controlling persons (the Placement Agent or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act) Act of 1934 (the Placement Agent and each such other person or entity being referred to herein as an “Indemnified Person”), from and against all losses, claims, damages, expenses and liabilities, as the same losses or damages (or actions in respect thereof) or other expenses which (A) are incurred related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the reasonable fees Company or its respective affiliates or (ii) actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity with the actions or omissions of the Company or their respective affiliates or (iii) any investigation, litigation, or inquiry by a regulatory or self-regulatory agency or authority involving the Company or any transaction arising under any agreements between the Company and expenses of counsel), relating the Placement Agent or (B) are otherwise related to or arising arise out of the Placement Agents’ activities on behalf of the Company or its activities hereunder or respective affiliates pursuant to this AgreementAgreement or (C) in any way involving or alleged to involve the Company, except to the extent that Offering or the Securities. The Company will not be responsible, however, for any losses, claims, damages, liabilities or expenses or liabilities pursuant to clause (or actions in respect thereofB) of the preceding sentence which are found in a final judgment (not subject to appeal) by a court of law finally judicially determined to have resulted primarily and directly solely from ▇▇▇▇▇▇’▇ willful misconduct or such Indemnified Person’s gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice of any claim or the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenseswillful misconduct. If the Company so elects or is requested by ▇▇▇▇▇▇In addition, the Company will assume agrees to advance (and in the defense absence of such action or proceeding and will employ counsel reasonably satisfactory advancement required hereunder) to ▇▇▇▇▇▇ and will pay the promptly reimburse each Indemnified Person for all reasonable out-of-pocket expenses (including fees and expenses of counsel) as they are incurred by such counsel. Notwithstanding the preceding sentenceIndemnified Person in connection with investigating, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from preparing, conducting or defending any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action whether or proceeding without not in connection with litigation in which any Indemnified Person is a named party, or in connection with enforcing the prior written consent rights of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by such Indemnified Person under this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. (A) To the extent permitted by lawThe Company agrees to defend, the Company will indemnify ▇▇▇▇▇▇ and hold harmless RCG, its affiliates, stockholdersofficers, directors, officers, and employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Acthereafter jointly referred to as RCG) against any and all losses, claims, demands, suits, actions, judgments, awards, damages, expenses and liabilities, as the same are incurred costs, reasonable attorneys' fees (and all actions in respect thereof and any reasonable real or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise) including the reasonable fees and expenses costs of counsel)investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which RCG is a party, directly or indirectly caused by, relating to to, or asserted by a third party, based upon or arising out of its activities hereunder (a) the Company's breach of or pursuant to the incorrectness of any representation, warranty, or covenant of Company contained in this Agreement; and/or (b) failure of Company to perform any term condition, except or obligation required by this Agreement to be performed by Company; or (c) any Services rendered by the extent that Company as defined in or contemplated by the Agreement to which these Provisions are attached, as it may be amended from time to time; or (d) any act or omission by the Company in connection with its performance of its obligations under the Agreement. Notwithstanding the foregoing, the Company shall not have any liability to RCG for, or in connection with, the engagement of RCG or with any of the foregoing, for any such liability for losses, claims, demand, suits, actions, judgments, awards, damages, liabilities, costs or expenses or liabilities (or actions in respect thereof) are that is found in a final judgment (not subject to appeal) by a court of law competent jurisdiction or mutually acceptable arbitrator to have resulted primarily from RCG's gross negligence, willful misconduct, RCG's material breach or the incorrectness of any representation, warranty or covenant of RCG contained in this Agreement. RCG agrees to defend, indemnify and hold harmless the Company, its officers, directors, and employees (hereafter jointly referred to as the Company) against any and all losses, claims, demands, suits, actions, judgments, awards, damages, liabilities, costs, reasonable attorneys' fees (and all actions in respect thereof and any reasonable real or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise) including the costs of investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which the Company is a party, directly or indirectly caused by, relating to, or asserted by a third party, based upon or arising out of (a) RCG's breach of or the incorrectness of any representation, warranty, or covenant RCG contained in this Agreement; and/or or (b) failure of RCG to perform any term condition, or obligation required by this Agreement to be performed by RCG; or (c) any Services rendered by RCG as defined in or contemplated by the Agreement to which these Provisions are attached, as it may be amended from ▇▇▇▇▇▇’▇ time to time; or (d) any act or omission by RCG in connection with its performance of its obligations under the Agreement. Notwithstanding the foregoing, RCG shall not have any liability to the Company for, or in connection with, the engagement of RCG or with any of the foregoing, for any such liability for losses, claims, demands, suits, actions, judgments, awards, damages, liabilities, costs or expenses that is found by a court of competent jurisdiction or mutually acceptable arbitrator to have resulted from the Company's gross negligence, willful misconduct misconduct, the Company's material breach or gross negligence the incorrectness of any representation, warranty or covenant of the Company contained in performing this Agreement. As a condition to the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ foregoing indemnity, in the event of notice the assertion of any claim or demand, or the commencement institution of any suit or action or proceeding with respect to which ▇▇▇▇▇▇ either party is required by this paragraph to Indemnify the other party (the indemnifying party hereinafter referred to as the "Indemnitor", and the party entitled to indemnity hereunderindemnification hereinafter referred to as the "Indemnitee") the Indemnitee will give notice thereof to the Indemnitor and will afford the Indemnitor the opportunity to defend , ▇▇▇▇▇▇ will notify settle, or compromise the Company same. Unless the Indemnitor agrees to duly, promptly and diligently discharge or defend against such claim, demand, suit or action in writing of such claim or of manner as will, in the commencement of such action or proceedingIndemnitee's reasonable judgment, but failure to so notify protect the Company shall not relieve the Company Indemnitee from any obligation it may have hereunderliability, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects loss, cost or is requested by ▇▇▇▇▇▇damage as a result thereof, the Company will Indemnitee may, at the Indemnitee's option, for the Indemnitor's account and risk, assume the defense of the same, may implead, interplead or claim over against the Indemnitor and may thereafter hold the Indemnitor responsible for all sums paid and all costs, expenses and reasonable attorney's fees incurred by the Indemnitee in so doing. The Indemnitee may, at the Indemnitee's option, participate in any legal proceedings being conducted by the Indemnitor hereunder with counsel of the Indemnitee's choosing, but such action participation shall be at the Indemnitee's sole expense, so long as the Indemnitor is diligently conducting the same in the Indemnitee's reasonable judgment, and the Indemnitee's counsel shall to the fullest extent consistent with its professional responsibilities cooperate with the Indemnitor and any counsel designated by the Indemnitor. In the event that a court of competent jurisdiction, or proceeding an arbitrator mutually acceptable to the parties, determines that the Indemnification provided for hereunder is unavailable hereunder, but that both Company and will employ counsel reasonably satisfactory RCG are liable to ▇▇▇▇▇▇ a third party asserting a claim against Company and will pay the fees RCG, then as between Company and expenses RCG, they each agree to contribute such amounts as may be necessary to satisfy such liability, in amounts proportionate to their respective comparative negligence/responsibility as determined by a court of competent jurisdiction or a mutually acceptable arbitrator. If either Company or RCG pays such counsel. Notwithstanding the preceding sentencethird party more than its proportionate share as determined above, ▇▇▇▇▇▇ will then it shall be entitled to employ counsel separate seek contribution from counsel the other party to the extent of such excess. No person or affiliated entity found liable for the Company and a fraudulent misrepresentation shall be entitled to contribution from any other party in person or affiliated entity that is not also found liable for such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇fraudulent misrepresentation. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts received as reimbursement of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and Indemnification Provisions shall be in addition to any liability that the Company might liability, which either party may otherwise have to the other party or their respective controlling persons within the meaning of the federal securities laws. The foregoing Indemnification Provisions are in addition to any indemnified party rights or remedies available under applicable law and are not to the exclusion of any such rights or remedies. FINANCIAL RELATIONS COMPENSATION ATTACHMENT In accordance with the contract terms for Premium Cigars International, Ltd. ("PCIG"), the following is the compensation required by RCG Capital Markets Group, Inc. and/or its affiliates ("RCG") to perform the Financial Relations services outlined herein. The contract period for Financial Relations services will be for an eighteen (18) month period from the date of execution of the Agreement. During this Agreement engagement period, PCIG or otherwise.RCG may terminate the contract after nine (9) months by providing written notice of thirty (30) days. During the term of the Agreement, RCG shall receive $5,500 per month in compensation. In addition, RCG requires reimbursement for all direct and certain pre-approved indirect miscellaneous expenses and out of pocket costs, such as, but not limited to photocopying, messenger service, long-distance telephone calls, printing charges or similar expenses. It is the policy of RCG that an expense debit account of $5,000 be utilized for these direct allocable costs. RCG will provide PCIG with a detailed breakdown of all reimbursable expenses debited against the remaining monthly balance by the twentieth (20th) day of the following month of service. When the remaining unused portion of the expense debit account falls below $1,500, PCIG will be required to reinstate the account balance to $5,000. RCG will obtain prior approval from PCIG if any single miscellaneous expense item is in excess of $600. RCG acknowledges and understands that PCIG will have specific amounts budgeted for these expenditures and will use its best efforts to ensure those budget amounts are not exceeded. As additional compensation for Financial Relation Services, PCIG will sell to RCG 100,000 shares of PCIG common stock (the "Shares") at a price of $.01 per Share, for a total price of $1,000. On or before January 1, 1999, RCG will pay the purchase price for the Shares to PCIG, which will then promptly issue the Shares in the name of RCG, however such Shares shall be held by PCIG. On or after one year from their issuance or earlier as provided for in the Agreement, and on or before January 28, 2000, PCIG may repurchase Shares from RCG, at the same price paid by RCG to PCIG for the Shares, upon the following conditions:

Indemnification Provisions. Each party (Athe "Indemnitor") To hereunder shall indemnify and hold harmless the extent permitted by law, other (the Company will indemnify ▇▇▇▇▇▇ and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act"Indemnitee") against and from all lossesclaims, claimsliabilities, suits, damages, expenses and liabilities, as the same are incurred costs (including the without limitation, reasonable fees attorneys' fees, disbursements and expenses court costs) that Indemnitee may suffer, incur or be subjected to by reason of counsel)any legal action, relating to arbitration or other claim by a third party (including without limitation any action by any governmental agency or instrumentality of any kind) arising out of its activities hereunder or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in as a final judgment (not subject to appeal) by result of a court of law to have resulted primarily and directly from ▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice breach of any claim of Indemnitor's representations, warranties, or agreements hereunder; provided that (a) the commencement of any action or proceeding with respect to which ▇▇▇▇▇▇ Indemnitor is entitled to indemnity hereunder, ▇▇▇▇▇▇ will notify the Company promptly notified in writing of such claim or of suit (provided, however, that the commencement of such action or proceeding, but failure to so notify provide such notice shall only excuse the Company shall not relieve the Company Indemnitor from any obligation it may have hereunder, except its obligations hereunder if and only then to the extent it is prejudiced by such failure results failure), (b) the Indemnitor shall have the sole control of any defense and/or settlement thereof, (c) the Indemnitee furnishes to the Indemnitor, on request, information available to the Indemnitee for such defense, and (d) the Indemnitee reasonably cooperates in any defense and/or settlement thereof as long as the forfeiture Indemnitor pays all of the Indemnitee's reasonable out of pocket expenses and attorneys' fees. The Indemnitee shall not admit any such claim without prior consent of the Indemnitor and the Indemnitor shall not enter into any settlement or compromise, which would require the Indemnitee to make any payment or bear any obligation other than those set forth herein, without the Indemnitee's prior written consent. An Indemnitor's obligation under this Section 9 shall not affect the other party's rights to seek any other remedy upon a default by the Company of substantial rights and defensesIndemnitor under this Agreement. All sums payable by the Indemnitor in accordance with this Section 9 shall be paid without any deduction, withholding, counterclaim or set-off. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory any taxes are required to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition Indemnitee on any payments made to local counselsuch party by the Indemnitor under this Section 9, the Indemnitee shall give prompt notice to the Indemnitor of such required tax payment and shall provide the Indemnitor with reasonable documentation of such requirement. The Company will have the exclusive right Indemnitor shall then promptly pay such additional amounts as may be necessary to settle the claim or proceeding provided ensure that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇, which will not be unreasonably withheld. (C) The Company agrees to notify ▇▇▇▇▇▇ promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company shall contribute to the net amount paid or payable by ▇▇▇▇▇▇ as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits actually received by the Company on the one hand and ▇▇▇▇▇▇ on the other, but also the relative fault of the Company on the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder Indemnitee shall not be in excess of less than the amount of fees actually received, or to be received, by ▇▇▇▇▇▇ under this Agreement (excluding any amounts the Indemnitee would have received as reimbursement of expenses incurred by ▇▇▇▇▇▇)had such tax payment not been required. (E) These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.

Indemnification Provisions. In connection with the Placement Agency Agreement to which this Exhibit A is attached (A) To the extent permitted by law“Agreement”), the Company will (the “Indemnitor”) agrees to indemnify ▇▇▇▇▇▇ and hold harmless Maxim and its affiliates, stockholdersand the respective officers, directors, officersemployees, employees agents and representatives of Maxim, its affiliates and each other person, if any, controlling persons Maxim or any of its affiliates (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActMaxim and each such other person being an “Indemnified Person”) from and against all any losses, claims, damagesdamages or liabilities related to, arising out of or in connection with the engagement (the “Engagement”) under the Agreement, and will reimburse each Indemnified Person for all expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel)) as they are incurred in connection with investigating, relating to preparing, pursuing or defending any action, claim, suit, investigation or proceeding related to, arising out of its activities hereunder or pursuant to this Agreementin connection with the Engagement, except to the extent that whether or not pending or threatened and whether or not any Indemnified Person is a party. The Indemnitor will not, however, be responsible for any losses, claims, damages, expenses damages or liabilities (or actions in respect thereofexpenses relating thereto) that are found judicially determined in a final judgment (not subject to appeal) by a court of law appeal to have resulted primarily and directly from the bad faith, gross negligence or intentional misconduct of any Indemnified Person. The Indemnitor will not, without M▇▇▇▇▇▇’▇ willful misconduct or gross negligence in performing ’s prior written consent, settle, compromise, consent to the services described herein. (B) Promptly after receipt by ▇▇▇▇▇▇ of notice entry of any claim judgment in or the commencement of otherwise seek to terminate any action action, claim, suit or proceeding with in respect to of which ▇▇▇▇▇▇ indemnification may be sought hereunder (whether or not any Indemnified Person is entitled to indemnity hereundera party thereto) unless such settlement, ▇▇▇▇▇▇ will notify the Company in writing compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such claim or of the commencement of such action action, claim, suit or proceeding. No Indemnified Person seeking indemnification, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunderreimbursement or contribution under this agreement will, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by ▇▇▇▇▇▇, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to ▇▇▇▇▇▇ and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, ▇▇▇▇▇▇ will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for ▇▇▇▇▇▇ reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and ▇▇▇▇▇▇. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company in addition to local counsel. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of ▇▇▇▇▇▇the Indemnitor, which will not settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph. If the indemnification provided for in the first paragraph of this Exhibit A is judicially determined to be unreasonably withheld. unavailable (C) The Company agrees to notify ▇▇▇▇▇▇ promptly other than in accordance with the second sentence of the assertion against it or any other person first paragraph hereof) to an Indemnified Person in respect of any claim losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such Indemnified Person hereunder, the commencement of any action or proceeding relating to a transaction contemplated by this Agreement. (D) If for any reason the foregoing indemnity is unavailable to ▇▇▇▇▇▇ or insufficient to hold ▇▇▇▇▇▇ harmless, then the Company Indemnitor shall contribute to the amount paid or payable by ▇▇▇▇▇▇ such Indemnified Person as a result of such losses, claims, damages or liabilities (and expense relating thereto): (i) in such proportion as is appropriate to reflect the relative benefits to the applicable Indemnified Person, on the one hand, and the Indemnitor, on the other hand, of the Engagement or (ii) if the allocation provided by clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and ▇▇▇▇▇▇ on the other, referred to in such clause (i) but also the relative fault of each of the Company on applicable Indemnified Person and the one hand and ▇▇▇▇▇▇ on the other that resulted in such losses, claims, damages or liabilitiesIndemnitor, as well as any other relevant equitable considerations. The amounts ; provided, however, that in no event shall any Indemnified Person’s aggregate contribution to the amount paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding exceed the provisions hereof, ▇▇▇▇▇▇’▇ share of the liability hereunder shall not be in excess of the aggregate amount of fees actually received, or to be received, received by ▇▇M▇▇▇▇ under the Agreement. Assuming that the Indemnitor has fully satisfied the amount of their obligations provided for herein to the Indemnified Persons, and the Indemnified Persons shall have no further liabilities in connection therewith, then the Indemnitor may take control of any pending action or litigation in order to reduce the expenses in connection therewith. For the purposes of this Agreement Exhibit A, the relative benefits to the Indemnitor and the applicable Indemnified Person of the Engagement shall be deemed to be in the same proportion as: (excluding any amounts a) the total net value paid or contemplated to be paid or received or contemplated to be received by the Indemnitor and its affiliates (including the Company’s stockholders), as reimbursement the case may be, in the transaction or transactions that are the subject of expenses incurred by ▇▇▇▇▇▇). (E) These indemnification provisions shall remain in full force and effect the Engagement, whether or not any such transaction is consummated, bears to (b) the transaction contemplated by this Agreement is completed and shall survive fees paid to Maxim in connection with the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwiseEngagement.