Common use of Indemnification Provisions Clause in Contracts

Indemnification Provisions. Without limiting the generality or effect of Section 6.3(a) or any Other Legal Contract Indemnity Rights, in the event of any threatened or actual claim, action, suit, proceeding, investigation, judgment or settlement (a “Claim”), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 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. Without limiting (i) By the generality or effect Shareholders. Each Shareholder shall indemnify, ------------------- save, defend and hold harmless each of Section 6.3(a) or any Other Legal Contract Indemnity Rightsthe LRA Companies and their respective shareholders, directors, officers, partners, agents and employees (and in the event either of the 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 settlement of any threatened or actual claim, action, suit, proceeding, investigation, judgment or settlement of the foregoing (a “Claim”collectively referred to herein as "Damages"), whether civil, criminal or administrative incurred in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, connection with or arising out of or resulting from or incident to any act breach (or failure to act by in the event any Indemnified Party in respect third party alleges facts that, if true, would mean such Shareholder has breached), of any event covenant, warranty or circumstance involving the Company, any Company Subsidiary representation made by each Shareholder in 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 pursuant to the fullest extent 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 pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether other agreement delivered pursuant to this Agreement or in any case asserted schedule, certificate, exhibit, or arising before other instrument furnished or after the Effective Time. Each Indemnified Party will be entitled to be represented furnished by counsel the Shareholders or their Affiliates pursuant to the terms of histhis Agreement; provided, her however, that the Shareholders shall not be liable for any such Damages to the extent, if any, such Damages result from or its choosing at the expense arise out of the Surviving Corporation in a breach or violation of this Agreement by any Claim, including any litigation listed in Section 6.3(b) of the Company Disclosure Letter (the “Existing Litigation”), and the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. As between the LRA Indemnified Parties. (ii) By the LRA Companies. The LRA Companies shall indemnify, on -------------------- save, defend and hold harmless the one hand, Shareholders from and Parent against any and the Surviving Corporation, on the other hand, Parent and the Surviving Corporation will have the sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party all Damages incurred in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 or resulting from or incident to any Claimbreach (or in the event any third party alleges facts that, including if true, would mean either of the LRA Companies have breached), of any Existing Litigationcovenant, warranty or representation made by either of the LRA Companies in or pursuant to this Agreement or any other 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 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 the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations LRA Companies under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter Agreement; provided, however, that the LRA Companies shall continue until the final disposition of not be liable for any such ClaimDamages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by either Shareholder.

Indemnification Provisions. Without limiting Neither the generality Agent nor any of its directors, officers, agents, or effect employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of Section 6.3(athe Majority Lenders or all the Lenders where unanimity is required or (ii) in the absence of its own gross negligence or 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 Other Legal Contract Indemnity Rights, in Borrowing; (ii) the event performance or observance of any threatened of the covenants or actual claim, action, suit, proceeding, investigation, judgment agreements of the Borrower or settlement any Subsidiary contained herein or in any other Credit Document; (a “Claim”), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or arising out iii) the satisfaction of any act condition specified in Section 4 hereof, except receipt of items required to be delivered to the Agent; or failure to act by any Indemnified Party in respect (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectability hereof or of any event other Credit Document or circumstance involving of the Company, Liens provided for by the Security Documents or of any Company Subsidiary other documents 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 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 writing furnished in connection with any claim already asserted Credit Document 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 Collateral; and the Agent makes no representation of any Claim to each Indemnified Party, and, arising out of, kind or pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 character with respect to any employee benefit plan maintained such matters mentioned in this sentence. The Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The 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 genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, prior 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 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 Effective Time, or (B) this Agreement 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 (financial or otherwise) and prospects of the transactions contemplated herebyBorrower and its Subsidiaries, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel creditworthiness of his, her or its choosing at the expense all account debtors of the Surviving Corporation in any Claim, including any litigation listed in Section 6.3(b) of the Company Disclosure Letter (the “Existing Litigation”)Borrower and its Subsidiaries, and the fees, disbursements and other charges of whom (or of Agent shall have no liability whatsoever to any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving CorporationLender for such matters. 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 The Agent shall have the sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating no duty to disclose to the Existing Litigation Lenders information that is not required by any Credit Document to be furnished by the Borrower or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent Subsidiaries to the entry of any 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 RightsAgent at such time, 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 but is voluntarily furnished to the events giving rise thereto, unless such Indemnified Party otherwise consents, Agent (either in its sole discretion, capacity as Agent or in writing to such settlement, compromise, or consent. Parent, the Surviving Corporation and the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claimits individual capacity).

Indemnification Provisions. Without limiting (i) Subject to the generality limitation on damages contained in Section 13(b)(ii) hereof, Seller hereby agrees to indemnify, protect, defend and hold harmless Buyer and its officers, directors members shareholders tenants, successors and assigns harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material breach of or effect material inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, of Seller contained in this Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of this Agreement, unless Seller cures such matter in the manner provided in Section 6.3(a8(p) herein or (B) the failure to discharge any federal, state or local tax liability, or to pay any other assessments, recoupments, claims, fines, penalties or other amounts or liabilities accrued or payable with respect to any activities of Seller prior to the Closing Date (whether brought before or after the Closing Date), or (C) any obligation which is expressly the responsibility of Seller under this Agreement, or (D) any amounts required to cure citation violations issued by any state health or human services authority on any Facility relating to any period prior to the Closing Date (whether brought before or after the Closing Dates), or (E) any claim by any employee of Seller relating to any period of employment prior to the Closing Date (whether brought before or after the Closing Date), or (F) the existence against the Real Property of any mechanic’s or materialmen’s claims resulting from the action or inaction of Seller or anyone acting under authority of Seller, or (G) any other cost, claim or liability arising out of or relating to events (other than as a result of the actions of Buyer or Buyer’s Consultants) or Seller’s ownership, operation or use of any Other Legal Contract Indemnity RightsFacility prior to the Closing Date. Any amount due under the aforesaid indemnity shall be due and payable by Seller within 30 days after demand thereof. Seller shall have the right to contest any such claims, liabilities or obligations as provided herein. (ii) Subject to the limitation on damages contained in Section 13(b)(i) hereof, Buyer hereby agrees to indemnify, protect, defend and hold harmless Seller and its officers, directors, members, shareholders and tenants harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material breach of or material inaccuracy in the event representations and warranties, or breach, non-fulfillment or default in the performance of any threatened of the conditions, covenants and agreements, of Buyer contained in this Agreement or actual in any certificate or document delivered by Buyer pursuant to any of the provisions of this Agreement, unless Buyer cures such matter in the manner provided in Section 8(p) herein, or (B) the existence against the Real Property of any mechanic’s or materialmen’s claims arising from actions of Buyer or Buyer’s Consultants prior to the Closing, or (C) any claim by any employee of Buyer relating to any period after the Closing Date, or (D) any other cost, claim or liability arising out of or relating to events (other than as a result of Seller, Seller’s operator, Seller’s lessee, or Seller’s consultants) of Buyer’s ownership, operation or use of any Facility after the Closing Date, or (E) any obligation which is expressly the responsibility of Buyer under this Agreement. Any amount due under the aforesaid indemnity shall be due and payable by Buyer within thirty (30) days after demand therefor. Buyer shall have the right to contest any such claims, liabilities or obligations as provided herein or any other cost, claim or liability arising out of or relating to events or Buyer’s ownership, operation or use of the Facilities after the Closing Date. (iii) The parties intend that all indemnification claims be made as promptly as practicable by the party seeking indemnification (the “Indemnified Party”). Whenever any claim shall arise for indemnification hereunder, the Indemnifying Party shall promptly notify the party from whom indemnification is sought (the “Indemnitor”) of the claim, action, suit, proceeding, investigation, judgment or settlement and the facts constituting the basis for such claim (a the “Indemnification Claim”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, whether civilexcept to the extent the defense of such action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. (iv) An Indemnitor shall have the right to defend against an Indemnification Claim, criminal or administrative in which any with counsel of its choice reasonably satisfactory to the Indemnified Party, if (a) within fifteen (15) days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party has been, or is threatened to be, made a partyin writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any damages the Indemnified Party may suffer resulting from, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 pertaining attributable to the Indemnification Claim, (b) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and pay, in cash, all damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (c) the Indemnification Claim involves only money damages and does not seek an injunction or other equitable relief, (d) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (e) the Indemnitor continuously conducts the defense of the Indemnification Claim actively and diligently. (v) So long as the Indemnitor is conducting the defense of the Indemnification Claim in accordance with Section 16(a)(iv), then (A) the fact that such an Indemnified Party was a director (including may retain separate co-counsel at its sole cost and expense and participate in a capacity as a member of any committee the defense of the Board of Directors of the Company)Indemnification Claim, officer, employee or agent of the Company, any Company Subsidiaries or any of their respective predecessors, a fiduciary with respect to any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or shall not consent to the entry of any judgment in order or finalization of any threatened tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnitor (not to be withheld unreasonably), and (C) the Indemnitor will not consent to the entry of any order or actual finalization of any tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed, provided that it will not be deemed to be unreasonable for which indemnification has been or could be sought by an Indemnified Party hereunder to withhold its consent with respect to (i) any breach of any law, order or under permit, (ii) any Other Legal Contract Indemnity Rightsviolation of the rights of any person, unless such settlement, compromise or consent includes an unconditional release of such (iii) any matter which Indemnified Party believes could have a material adverse effect on any other actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief it may become party. Notwithstanding the foregoing provisions of this Subsection (v), if Indemnified Party refuses its consent to any of the matters set forth in clauses (i) through (iii) above, the indemnity amount shall be determined as if such consent had been given and Indemnitor shall pay over to the Indemnified Party such amount and be absolved from all liability related toany further obligation as to that particular claim; Indemnified Party may then resolve the claim in the manner it sees fit without further recourse against Indemnitor. (vi) Each party hereby consents to the non-exclusive jurisdiction of any governmental body, resulting from arbitrator, or mediator in which an action is brought against any Indemnified Party for purposes of any Indemnification Claim that an Indemnified Party may have under this Agreement with respect to such action or the matters alleged therein, and agrees that process may be served on such party with respect to such claim anywhere in the world, provided however, that any venue relating to any claim or proceeding arising out of this Agreement or any Claim, including any Existing Litigation, or other agreement between Sellers and Buyer shall be 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 State and the applicable Indemnified Parties will cooperate with each other in laws of the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter State shall continue until the final disposition of any such Claimapply.

Indemnification Provisions. Without limiting (i) Subject to the generality limitation on damages contained in Section 13(b)(ii) hereof, Seller hereby agrees to indemnify, protect, defend and hold harmless Buyer and its officers, directors members shareholders tenants, successors and assigns harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material breach of or effect material inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, of Seller contained in this Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of this Agreement, unless Seller cures such matter in the manner provided in Section 6.3(a8(p) herein or (B) the failure to discharge any federal, state or local tax liability, or to pay any other assessments, recoupments, claims, fines, penalties or other amounts or liabilities accrued or payable with respect to any activities of SHI prior to the Closing Date (whether brought before or after the Closing Date), or (C) any obligation which is expressly the responsibility of Seller under this Agreement, or (D) any amounts required to cure citation violations issued by any state health or human services authority on the Facility relating to any period prior to the Closing Date (whether brought before or after the Closing Dates), or (E) any claim by any employee of SHI or Operator relating to any period of employment prior to the Closing Date (whether brought before or after the Closing Date), or (F) the existence against the Real Property of any mechanic’s or materialmen’s claims resulting from the action or inaction of SHI or anyone acting under authority of SHI, including Operator, or (G) any other cost, claim or liability arising out of or relating to events (other than as a result of the actions of Buyer or Buyer’s Consultants) or SHI’s ownership, operation or use of the Facility prior to the Closing Date. Any amount due under the aforesaid indemnity shall be due and payable by Seller within 30 days after demand thereof. Seller shall have the right to contest any Other Legal Contract Indemnity Rightssuch claims, liabilities or obligations as provided herein. (ii) Subject to the limitation on damages contained in Section 13(b)(i) hereof, Buyer hereby agrees to indemnify, protect, defend and hold harmless Seller and its officers, directors, members, shareholders and tenants harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material breach of or material inaccuracy in the event representations and warranties, or breach, non-fulfillment or default in the performance of any threatened of the conditions, covenants and agreements, of Buyer contained in this Agreement or actual in any certificate or document delivered by Buyer pursuant to any of the provisions of this Agreement, unless Buyer cures such matter in the manner provided in Section 8(p) herein, or (B) the existence against the Real Property of any mechanic’s or materialmen’s claims arising from actions of Buyer or Buyer’s Consultants prior to the Closing, or (C) any claim by any employee of Buyer relating to any period after the Closing Date, or (D) any other cost, claim or liability arising out of or relating to events (other than as a result of Seller, Operator, Seller’s lessee or Seller’s consultants) of Buyer’s ownership, operation or use of the Facility after the Closing Date, or (E) any obligation which is expressly the responsibility of Buyer under this Agreement. Any amount due under the aforesaid indemnity shall be due and payable by Buyer within thirty (30) days after demand therefor. Buyer shall have the right to contest any such claims, liabilities or obligations as provided herein or any other cost, claim or liability arising out of or relating to events or Buyer’s ownership, operation or use of the Facility after the Closing Date. (iii) The parties intend that all indemnification claims be made as promptly as practicable by the party seeking indemnification (the “Indemnified Party”). Whenever any claim shall arise for indemnification hereunder, the Indemnifying Party shall promptly notify the party from whom indemnification is sought (the “Indemnitor”) of the claim, action, suit, proceeding, investigation, judgment or settlement and the facts constituting the basis for such claim (a the “Indemnification Claim”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, whether civilexcept to the extent the defense of such action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. (iv) An Indemnitor shall have the right to defend against an Indemnification Claim, criminal or administrative in which any with counsel of its choice reasonably satisfactory to the Indemnified Party, if (a) within fifteen (15) days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party has been, or is threatened to be, made a partyin writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any damages the Indemnified Party may suffer resulting from, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 pertaining attributable to the Indemnification Claim, (b) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and pay, in cash, all damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (c) the Indemnification Claim involves only money damages and does not seek an injunction or other equitable relief, (d) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (e) the Indemnitor continuously conducts the defense of the Indemnification Claim actively and diligently. (v) So long as the Indemnitor is conducting the defense of the Indemnification Claim in accordance with Section 16(a)(iv), then (A) the fact that such an Indemnified Party was a director (including may retain separate co-counsel at its sole cost and expense and participate in a capacity as a member of any committee the defense of the Board of Directors of the Company)Indemnification Claim, officer, employee or agent of the Company, any Company Subsidiaries or any of their respective predecessors, a fiduciary with respect to any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or shall not consent to the entry of any judgment in order or finalization of any threatened tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnitor (not to be withheld unreasonably), and (C) the Indemnitor will not consent to the entry of any order or actual finalization of any tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed, provided that it will not be deemed to be unreasonable for which indemnification has been or could be sought by an Indemnified Party hereunder to withhold its consent with respect to (i) any breach of any law, order or under permit, (ii) any Other Legal Contract Indemnity Rightsviolation of the rights of any person, unless such settlement, compromise or consent includes an unconditional release of such (iii) any matter which Indemnified Party believes could have a material adverse effect on any other actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief it may become party. Notwithstanding the foregoing provisions of this Subsection (v), if Indemnified Party refuses its consent to any of the matters set forth in clauses (i) through (iii) above, the indemnity amount shall be determined as if such consent had been given and Indemnitor shall pay over to the Indemnified Party such amount and be absolved from all liability related toany further obligation as to that particular claim; Indemnified Party may then resolve the claim in the manner it sees fit without further recourse against Indemnitor. (vi) Each party hereby consents to the non-exclusive jurisdiction of any governmental body, resulting from arbitrator, or mediator in which an action is brought against any Indemnified Party for purposes of any Indemnification Claim that an Indemnified Party may have under this Agreement with respect to such action or the matters alleged therein, and agrees that process may be served on such party with respect to such claim anywhere in the world, provided however, that any venue relating to any claim or proceeding arising out of this Agreement or any Claim, including any Existing Litigation, or other agreement between Sellers and Buyer shall be 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 State and the applicable Indemnified Parties will cooperate with each other in laws of the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter State shall continue until the final disposition of any such Claimapply.

Indemnification Provisions. Without limiting (i) In the generality event Seller and/or Xxxxxxxx breaches (or effect of Section 6.3(a) or any Other Legal Contract Indemnity Rights, in the event any third party alleges facts that, if true, would mean Seller and/or Xxxxxxxx has breached) any of their representations, warranties, and covenants contained herein, provided that Palomar and/or Nexar makes a written claim for indemnification against Seller and/or Xxxxxxxx by notice to Xxxxxxxx pursuant to Section 9.9 prior to January 1, 2000, then Seller and Xxxxxxxx jointly and severally agree to indemnify Nexar and Palomar from and against the entirety of any threatened or actual claimactions, actionsuits, suitproceedings, proceedinghearing, investigationinvestigations, judgment or settlement (a “Claim”)charges, whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 permitted by law and also hold harmless, any Indemnified Party against any lossescomplaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, liabilitiesdues, judgmentspenalties, fines, costs, amounts paid in settlementssettlement, penalties liabilities, obligations, taxes, liens, losses, expenses, and any amount owing or paid in connection with any claim already asserted or threatened and thereafter asserted, in each case, whether joint or severalfees, including costs, expenses court costs and reasonable attorney’s fees, disbursements, supersedeas bonds expert and all other necessary 's fees and expenses, in advance expenses ("Adverse Consequences") Nexar or Palomar may suffer through and after the date of the final disposition of claim for indemnification (including any Claim to each Indemnified PartyAdverse Consequences Nexar or Palomar may suffer after December 31, and1999) resulting from, arising out of, relating to, in the nature of, or pertaining caused by the breach (or the alleged breach). (ii) In the event Palomar or Nexar breaches (or in the event any third party alleges facts that, if true, would mean Palomar or Nexar has breached) any of its representations, warranties, and covenants contained herein, provided that Xxxxxxxx makes a written claim for indemnification against Palomar or Nexar pursuant to (A) Section 9.9 prior to January 1, 2000, then Palomar and Nexar agree to indemnify each of the fact that such an Indemnified Party was a director Seller and Xxxxxxxx from and against the entirety of any Adverse Consequences the Seller or Xxxxxxxx may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller or Xxxxxxxx may suffer after December 31, 1999) resulting from, arising out of, relating to, in a 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 any employee benefit plan maintained by any of the foregoing, prior to the Effective Timenature of, or (B) this Agreement or any of caused by the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom breach (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claimalleged breach).

Indemnification Provisions. Without limiting Except for claims or liabilities arising from the generality or effect of Section 6.3(a) or any Other Legal Contract Indemnity Rights, in the event of any threatened or actual claim, action, suit, proceeding, investigation, judgment or settlement (a “Claim”), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or arising out of any act actions or failure to act by any Indemnified Party in respect of any event Indemnitee or circumstance involving the Company, any Company Subsidiary Indemnitees or their respective businessagents (excluding Manager to the extent an agency relationship would be found as a matter of law between Manager and any Indemnitee), whether or not identified on the Company Disclosure LetterManager covenants and agrees, at its sole cost and expense, to indemnify, protect, defend, and save harmless each and every Indemnitee 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 permitted by law and also hold harmless, any Indemnified Party against any and all damages, losses, liabilities, obligations, penalties, claims, damageslitigation, liabilitiesdemands, defenses, judgments, amounts paid in settlementssuits, penalties actions, proceedings, costs, disbursements and/or expenses (including, without limitation, attorneys’ and experts’ fees for attorneys and experts selected by the Indemnitee, expenses and disbursements) of any amount owing kind or paid in connection with nature whatsoever which may at any claim already time be imposed upon, incurred by or 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 awarded against any Claim to each Indemnified Party, and, arising out of, or pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim Indemnitee relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 (a) the use of the Premises, during the term of the Lottery Gaming Facility Management Contract, for the storage, treatment, generation, transportation, processing, handling, production or disposal of any ClaimHazardous Substance, including any Existing Litigationexcept in accordance with Environmental Laws or Environmental Permits, or as a landfill or other waste disposal site or for military, manufacturing or. industrial purposes, (b) the events giving rise theretopresence or claimed presence of any Hazardous Substance, unless such except in accordance with Environmental Laws or Environmental Permits, or a Release or the threat of a Release of any Hazardous Substance on, at or from the Premises, or of any property adjacent to or within the immediate vicinity of the Premises during the term of the Lottery Gaming Facility Management Contract, (c) the failure during the term of the Lottery Gaming Facility Management Contract to promptly undertake and diligently pursue to completion all necessary, appropriate and legally authorized investigative, containment, removal, clean-up and other remedial actions with respect to a Release or the threat of a Release of any Hazardous Substance on, at or from the Premises, (d) human exposure during the term of this Lottery Gaming Facility Management Contract to any Hazardous Substance, except in accordance with Environmental Laws or Environmental Permits, to the extent the same arise from the condition of the Premises or the ownership, use, operation, sale, transfer or conveyance thereof, (e) a violation of any applicable Environmental Law during the term of the Lottery Gaming Facility Management Contract, (f) non-compliance with any Environmental Permit during the term of the Lottery Gaming Facility Management Contract, (g) a material misrepresentation or inaccuracy in any representation or warranty or a material breach of or failure to perform any covenant made by the Manager in this Environmental Compliance Agreement, and (h) the designation by any state or governmental entity, the United States Environmental Protection Agency or any other governmental authority of an Indemnitee as a party responsible or potentially responsible for the remediation of any condition on the Premises (collectively, the “Indemnified Party Matters”). The liability of the Manager to the Kansas Lottery and each Indemnitee shall be perpetual and shall survive for a period of three (3) years following the termination or expiration of the Lottery Gaming Facility Management Contract, and shall in no way be limited, abridged, impaired or otherwise consentsaffected, by (i) any amendment or modification of any of the Lottery Gaming Facility Management Contract, (ii) the invalidity or unenforceability of any of the terms or provisions of the Lottery Gaming Facility Management Contract, (iii) any applicable statute of limitations, (iv) any investigation or inquiry conducted by or on the behalf of the Kansas Lottery or any other Indemnitee or any information which the Kansas Lottery or any other Indemnitee may have or obtain with respect to the environmental or ecological condition of the Premises, (v) the sale, transfer or conveyance of all or part of the Premises, (vi) the dissolution or liquidation of the Manager, (vii) the release or discharge, in its sole discretionwhole or in part, of the Manager in any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding, (viii) any other circumstances which might otherwise constitute a legal or equitable release or discharge, in writing to such settlementwhole or in part, compromise, or consent. Parent, of the Surviving Corporation and the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations Manager under this Section 6.3 related Environmental Compliance Agreement, (ix) the expiration or termination of the Lottery Gaming Facility Management Contract or (x) the reconveyance of title to claims already asserted and/or threatened the Premises by the Manager or any other person, whether in accordance with the terms of a lease, by foreclosure or deed in lieu of foreclosure, sale or otherwise. The indemnification agreement contained herein is wholly independent of and asserted hereafter shall continue until in addition to any indemnification agreement given to the final disposition Kansas Lottery or any other Indemnitee, as part of the application of the Kansas Expanded Lottery Act or any such Claimother applicable statute or regulation.

Indemnification Provisions. Without limiting The Company agrees to indemnify and hold harmless the generality Placement Agent and its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) and their respective directors, officers, employees, agents and controlling persons (the Placement Agent and each such person being an "INDEMNIFIED PARTY") from and against any loss, claim, damage or effect of Section 6.3(a) liability (or any Other Legal Contract Indemnity Rightsaction, including stockholder action, in respect thereof), joint or several, to which such Indemnified Party may become subject under any federal or state law, or otherwise, which arises out of or is based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any of the event SEC Documents, including the financial statements and other documents filed as a part thereof, as amended at the time of this Agreement, or the omission or alleged omission to state in any of them a material fact required to be stated therein or necessary to make the statements in any of them, in light of the circumstances under which they were made, not misleading, (ii) any inaccuracy in any of the representations and warranties of the Company contained in this Agreement or (iii) any failure of the Company to perform its obligations under this Agreement, and will promptly reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense arising from any threatened or actual pending claim, actionwhether or not such Indemnified Party is a party and whether or not such claim, suit, proceeding, investigation, judgment action or settlement (a “Claim”), whether civil, criminal proceeding is initiated or administrative in which brought by the Company. The Company will not be liable to any Indemnified Party has beenunder the foregoing indemnification and reimbursement provisions, (i) for any settlement by an Indemnified Party effected without its prior written consent (not to be unreasonably withheld); or (ii) to the extent that any loss, claim, damage or liability is threatened found in a final judgment by a court of competent jurisdiction to behave resulted primarily from the Placement Agent's willful misconduct or gross negligence or a breach or violation of any representation, warranty or covenant of the Placement Agent made a partyin this Placement Agency Agreement. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, relating to, resulting from, in contract or tort or otherwise) to the Company or its security holders or creditors related to or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 engagement of the final disposition of any Claim to each Indemnified Party, and, arising out of, or pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 Placement Agent pursuant to, resulting from or arising out of any Claim, including any Existing Litigation, or the events giving rise theretoperformance by the Placement Agent of the services contemplated by, unless such Indemnified Party otherwise consentsthis Agreement except to the extent that any loss, claim, damage or liability is found in its sole discretion, in writing a final judgment by a court of competent jurisdiction to such settlement, compromise, have resulted primarily from the Placement Agent's willful misconduct or consent. Parent, the Surviving Corporation and the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claimgross negligence.

Indemnification Provisions. Without limiting In connection with the generality or effect engagement of Section 6.3(aXxxxxx & Xxxxxxx, LLC ("R&R") or any Other Legal Contract Indemnity Rightsby Mechanical Technology Incorporated (the "Company") pursuant to a letter agreement dated December 15, 2006, between the Company and R&R, as it may be amended from time to time in writing (the event of any threatened or actual claim, action, suit, proceeding, investigation, judgment or settlement (a “Claim”"Agreement"), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, any Company Subsidiary or their respective business, whether or not identified on the Company Disclosure Letter, from and after R&R hereby agree as follows: To the Appointment Time, each of Parent and the Surviving Corporation, on behalf of themselves and their respective subsidiaries, will indemnify to the fullest extent permitted by law law, the Company will indemnify R&R and also hold harmlessits affiliates, any Indemnified Party 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 Act of 1934) against any all losses, claims, damages, expenses and liabilities, judgmentsas the same are incurred (including the reasonable fees and expenses of counsel), amounts paid insofar as such loss, claim, damage, expense or liability arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in settlementsthe Registration Statement, penalties Prospectus Supplement or Time of Sale Prospectus, each as amended or supplemented, if applicable, or arises out of or is based upon any untrue statement or omission or alleged omission to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, claim, damage, expense or liability (a) arises primarily out of or is based primarily upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in or omitted from and in conformity with information furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, or (b) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from R&R's willful misconduct or gross negligence in performing the services described herein. The Placement Agent agrees to indemnify the Company, its directors and officers and any amount owing controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or paid Section 20 of the Securities Exchange Act of 1934) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable cost of investigation) which the Company or any such party may incur under the Securities Act of 1933, the Securities Exchange Act of 1934 or otherwise, insofar as such loss, claim, damage, expense or liability is arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of the Placement Agent to the Company expressly for use in the Registration Statement, Prospectus Supplement or Time of Sale Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in connection with such information. The Placement Agent's liability hereunder shall be limited to a maximum amount equal to any fees it actually receives pursuant to this Agreement. Promptly after receipt by any person in respect of which indemnity may be sought pursuant to either section 1 or 2 above (the "Indemnified Party") of notice of 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 commencement of any Claim to each Indemnified Party, and, arising out of, action or pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 proceeding with respect to any employee benefit plan maintained by any which the Indemnified Party is entitled to indemnity hereunder, the Indemnified Party will notify the person against whom such indemnity may be sought (the "Indemnifying Party") in writing of such claim or of the foregoingcommencement of such action or proceeding, prior and the Indemnifying Party will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Effective TimeIndemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by employ counsel of his, her or its choosing at separate from counsel for 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”), Indemnifying Party and the fees, disbursements and other charges of whom (or of from any other expert retained party in respect such action if counsel for the Indemnified Party reasonably determines that it would be inappropriate under the applicable rules of any Claim) professional responsibility for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid in advance by the Indemnifying Party. The Indemnifying Party will have the exclusive right to settle the claim or reimbursed (at proceeding provided that the sole election Indemnifying Party will not settle any such claim, action or proceeding without the prior written consent of the Indemnified Party) by Parent and , which will not be unreasonably withheld. Subject to the Surviving Corporation. As between limitations set forth herein, if for any reason the foregoing indemnity is unavailable to the Indemnified PartiesParty or insufficient to hold the Indemnified Party harmless, on then the one hand, and Parent and Indemnifying Party shall contribute to the Surviving Corporation, on amount paid or payable by the other hand, Parent and the Surviving Corporation will have the sole liability for any Indemnified Party as a result of such losses, claims, damagesdamages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and R&R on the other, but also the relative fault of the Company on the one hand and R&R 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 each caserespect of losses, whether joint claims, damages and liabilities referred to above shall be deemed to include any legal or severalother fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, R&R's share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by R&R under the Agreement (excluding any amounts received as reimbursement of expenses incurred by R&R). These Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is completed and shall survive the termination of the Agreement, and shall be in addition to any nature liability that the Company might otherwise have to any indemnified party under any theory from any Indemnified Party the Agreement or otherwise. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Executive Officer Accepted and Agreed to as of the date first written above: By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, Chief Financial Officer & Secretary List of subsidiaries for Mechanical Technology, Incorporated: MTI MicroFuel Cells Inc. (majority-owned subsidiary-92.5%) MTI Instruments, Inc. (wholly-owned subsidiary) Turbonetics Energy Incorporated (wholly-owned subsidiary-inactive) See the description on Schedule 3(F) (ii) of the Company's agreement with Xxxxxxxx International Ltd. See the description on Schedule 3(F) (ii) of the Company's agreement with Xxxxxxxx International Ltd. Our agreement with Xxxxxxxx also requires the Company to provide Xxxxxxxx with notice of the existence of our discussions with respect to potential Later Issuances (as defined in the agreement with Xxxxxxxx). Common stock $0.01 par value 75,000,000 39,716,358 31,675,622 4,019,926 B 1,551,702 B Treasury stock N/A N/A 8,040,736 - - Restricted Stock A Per equity incentive plan 5,000 5,000 - 5,000 Common stock $0.01 par value 43,000,000 23,253,269 23,253,269 17,877 B 18,791 B Preferred stock 1,000,000 - - - - Common stock $0.01 par value 20,000,000 100 100 - - A Issued but unvested restricted stock is included in the common stock issued and outstanding. B Represents employee and director stock options outstanding for each entity as of September 30, 2006. Mechanical Technology Incorporated's 2004 private placement provided Xxxxxxxx International Ltd with additional investment rights to purchase up to an additional $20 million of our common stock at a price equal to $6.34 per share (subject to adjustment). This price has been reduced to $6.023 per share due to our failure to satisfy the registration requirement, and may be further reduced due to, among other things, continuing failure to satisfy such registration requirement. Unless adjusted due to certain circumstances, this investment right shall expire on December 31, 2006. Our agreement with Xxxxxxxx also provides that Xxxxxxxx will receive additional shares of our common stock with respect to shares it already owns, and the exercise price and term relating to unexercised additional investment rights will be adjusted to the benefit of Xxxxxxxx, each upon the occurrence of certain events or circumstances, some of which are beyond our control, including: issuances of our equity securities at a price below $7.048 per share (which is the price Xxxxxxxx paid in connection with any Claim its initial $10 million investment) or issuances of our equity securities at a price below $6.34 per share (which was the original exercise price relating to the Existing Litigation additional investment rights); our failure to satisfy certain requirements relating to registering the resale of shares issued or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent issuable to Xxxxxxxx pursuant to the entry securities laws; a change in control of our Company; and a restatement of our financial results. In any judgment in any threatened or actual Claim for event, 8,330,411 shares is the maximum number of shares of our common stock we may be required to issue to Xxxxxxxx, which indemnification has been or could be sought by an Indemnified Party hereunder or under any Other Legal Contract Indemnity Rightsamount includes the 1,418,842 shares issued on January 29, 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. Parent2004, the Surviving Corporation 1,261,829 shares issued on December 22, 2004 and the applicable Indemnified Parties will cooperate with each other in the defense 66,413 registration penalty shares issued on April 20, 2005. The Company also has outstanding stock options and restricted stock to employees, directors and former employees, which are summarized as of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such ClaimSeptember 30, 2006 on Schedule 3(F) (i).

Indemnification Provisions. Without limiting Capitalized terms used in this Exhibit shall have the generality or effect of Section 6.3(a) or any Other Legal Contract Indemnity Rights, meanings ascribed to such terms in the event Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Lxxxxxxx and each of any threatened or actual claim, action, suit, proceeding, investigation, judgment or settlement the other Indemnified Parties (a “Claim”), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, any Company Subsidiary or their respective business, whether or not identified on the Company Disclosure Letter, as hereinafter defined) 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 permitted by law and also hold harmless, any Indemnified Party against any and all losses, claims, damages, liabilitiesobligations, penalties, judgments, amounts paid in settlementsawards, penalties liabilities, costs, expenses and disbursements, and any amount owing and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or paid furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any claim already asserted Indemnified Party is a party)) (collectively, “Losses”), directly or threatened and thereafter assertedindirectly, in each casecaused by, whether joint or severalrelating to, 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, andbased upon, arising out of, or pertaining to (A) the fact that such an Indemnified Party was a director (including in a capacity as a member of any committee of the Board of Directors of the Company)connection with, officer, employee or agent of Lxxxxxxx’x acting for the Company, including, without limitation, any act or omission by Lxxxxxxx in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company Subsidiaries and Lxxxxxxx to which these indemnification provisions are attached and form a part (the “Agreement”), any breach by the Company of any representation, warranty, covenant or any of their respective predecessors, a fiduciary with respect to any employee benefit plan maintained by any of agreement contained in the foregoing, prior to the Effective Time, Agreement (or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted instrument, document or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel of his, her or its choosing at the expense of the Surviving Corporation in any Claimagreement relating thereto, including any litigation listed Agency Agreement), or the enforcement by Lxxxxxxx of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in Section 6.3(ba final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company Disclosure Letter also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Lxxxxxxx by the Company or for any other reason, 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 primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Existing LitigationIndemnified Parties”): Lxxxxxxx, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the feesofficers, disbursements directors, partners, stockholders, members, managers, employees, legal counsel, agents and other charges of whom (or controlling persons of any other expert retained of them. These indemnification provisions shall be in respect addition to any liability which the Company may otherwise have to any Indemnified Party. Caliber Imaging & Diagnostics March 10, 2014 If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. The Company shall be liable for any settlement of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from claim against any Indemnified Party in connection made with the Company’s written consent. The Company shall not, without the prior written consent of Lxxxxxxx, settle or compromise any Claim relating to the Existing Litigation claim, or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise permit a default or consent to the entry of any 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 Rightsrespect thereof, unless such settlement, compromise or consent includes (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release of such Indemnified Party from all liability related toin respect of such claim, resulting from and (ii) does not contain any factual or arising out 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, including any Existing Litigation, or the events giving rise thereto, unless such Indemnified Party otherwise consentsor any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions 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 shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in its sole discretionsuch proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in writing connection with the statements, acts or omissions which resulted in such 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 relative benefits received (or anticipated to be received) by the Company and its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such settlementparties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Lxxxxxxx in connection with such transaction or transactions. Notwithstanding the foregoing, compromise, or consent. Parent, in no event shall the Surviving Corporation and the applicable amount contributed by all Indemnified Parties will cooperate with each other exceed the compensation previously received by Lxxxxxxx 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 defense Company and its successors and assigns and shall inure to the benefit of any matter for which such the Indemnified Party could seek indemnification hereunderParties and their respective successors, assigns, heirs and personal representatives. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claim.Caliber Imaging & Diagnostics March 10, 2014

Indemnification Provisions. Without limiting The Company agrees to indemnify and hold harmless the generality or effect of Section 6.3(a) or Placement Agent and any Other Legal Contract Indemnity Rights, in the event of any threatened or actual claim, action, suit, proceeding, investigation, judgment or settlement (a “Claim”), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, any Company Subsidiary or their respective business, whether or not indemnified parties identified on the Company Disclosure Letter, herein 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 permitted by law and also hold harmless, any Indemnified Party against any and all losses, claims, damages, liabilitiesobligations, penalties, judgments, amounts paid in settlementsawards, penalties liabilities, costs, expenses and disbursements, and any amount owing and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or paid furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any claim already asserted Indemnified Party is a party))(collectively, "Losses"), directly or threatened and thereafter assertedindirectly, in each casecaused by, whether joint or severalrelating to, 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, andbased upon, arising out of, or pertaining in connection with, the Placement Agent acting for the Company, including, without limitation, any act or omission by the Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and the Placement Agent to which these indemnification provisions are attached and form a part (Athe "Agreement"), any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any Agency Agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that ant such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the fact gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for its connection with the engagement of the Placement Agent by the Company or for any other reason, 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 primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): the Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party was a director (including in a capacity as a member of proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any committee of failure by an Indemnified party to notify the Board of Directors of Company shall not relieve the Company), officer, employee or agent of the Company, any Company Subsidiaries or any of their respective predecessors, a fiduciary with respect to any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Timefrom its obligations hereunder. Each An Indemnified Party will be entitled shall have the right to be represented by retain counsel 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”)own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and other charges of whom (or any counsel designated by the Company. The Company shall be liable for any settlement of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from claim against any Indemnified Party in connection made with the Company's written consent. The Company shall not, without the prior written consent of the Placement Agent settle or compromise any Claim relating to the Existing Litigation claim, or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise permit a default or consent to the entry of any 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 Rightsrespect thereof, unless such settlement, compromise or consent includes (I) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release of such Indemnified Party from all liability related toin respect of such claim, resulting from and (ii) does not contain any factual or arising out legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise of any Claim, including any Existing Litigation, or of the events giving rise thereto, unless such Indemnified Party otherwise consentsor any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim or indemnification pursuant to these indemnification provisions Is made but is found in a final judgment by a court 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 shall contribute to the Losses to which any Indemnified Party may be subject to in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand and (ii) if (and only if) the allocation provided in clause (I) of this sentence is not permitted by applicable law, in its sole discretionsuch proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in writing connection with statements, acts or omissions which results in such 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 relative benefits received (or anticipated to be received) by the Company and its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such settlementparties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by the Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, compromise, or consent. Parent, in no event shall the Surviving Corporation and the applicable amount contributed by all Indemnified Parties will cooperate with each other exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnified Provisions which shall remain operative and in full force and effect. The Indemnified Provisions shall be binding upon the defense Company and its successors and assigns and shall inure to the benefit of any matter for which such the Indemnified Party could seek indemnification hereunder. Parent’s Parties and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened their respective successors, assigns, heirs and asserted hereafter shall continue until the final disposition of any such Claimpersonal representatives.

Indemnification Provisions. Without limiting In connection with the generality or effect engagement of Section 6.3(aRodxxx & Renxxxx, XLC (“Rodxxx”) or any Other Legal Contract Indemnity Rightsby China Direct Industries, Inc. (the “Company”) pursuant to a letter agreement dated June 15, between the Company and Rodxxx, xs it may be amended from time to time in writing (the event of any threatened or actual claim, action, suit, proceeding, investigation, judgment or settlement (a “ClaimAgreement”), whether civilthe Company hereby agrees as follows: 1. To the extent permitted by law, criminal or administrative in which any Indemnified Party has beenthe Company will indemnify Rodxxx xxd its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or is threatened to beSection 20 of the Securities Exchange Act of 1934, made a partyas amended) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to, resulting from, to or arising out of any act its activities hereunder or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 pursuant to the fullest Agreement, except to the extent permitted by law and also hold harmless, any Indemnified Party against that any losses, claims, damages, liabilities, judgments, amounts paid expenses or liabilities (or actions in settlements, penalties respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and any amount owing directly from Rodxxx’x xxllful misconduct or paid gross negligence in connection with performing the services described herein. 2. Promptly after receipt by Rodxxx xx notice of 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 commencement of any Claim to each Indemnified Party, and, arising out of, action or pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 proceeding with respect to any employee benefit plan maintained by any which Rodxxx xx entitled to indemnity hereunder, Rodxxx xxll notify the Company in writing of such claim or of the foregoingcommencement of such action or proceeding, prior and the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to Rodxxx xxd will pay the Effective Timefees and expenses of such counsel. Notwithstanding the preceding sentence, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will Rodxxx xxll be entitled to be represented by employ counsel 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 separate from counsel for the Company Disclosure Letter (the “Existing Litigation”), and the fees, disbursements and other charges of whom (or of from any other expert retained party in respect such action if counsel for Rodxxx xeasonably determines that it would be inappropriate under the applicable rules of any Claim) professional responsibility for the same counsel to represent both the Company and Rodxxx. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid in advance or reimbursed (at by the sole election of the Indemnified Party) by Parent and the Surviving CorporationCompany. As between the Indemnified Parties, on the one hand, and Parent and the Surviving Corporation, on the other hand, Parent and the Surviving Corporation The Company will have the sole liability 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 Rodxxx, xhich will not be unreasonably withheld. 3. The Company agrees to notify Rodxxx xxomptly 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 the Agreement. 4. If for any reason the foregoing indemnity is unavailable to Rodxxx xx insufficient to hold Rodxxx xxrmless, then the Company shall contribute to the amount paid or payable by Rodxxx xx a result of such losses, claims, damagesdamages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and Rodxxx xx the other, but also the relative fault of the Company on the one hand and Rodxxx xx 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 each caserespect of losses, whether joint claims, damages and liabilities referred to above shall be deemed to include any legal or severalother fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, Rodxxx’x xxare of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by Rodxxx xxder the Agreement (excluding any amounts received as reimbursement of expenses incurred by Rodxxx). 5. These Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is completed and shall survive the termination of the Agreement, and shall be in addition to any nature liability that the Company might otherwise have to any indemnified party under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation Agreement or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claimotherwise.

Indemnification Provisions. Without limiting Neither the generality Agent nor any of -------------------------- its directors, officers, agents, or effect employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of Section 6.3(athe Majority Lenders or all the Lenders where unanimity is required or (ii) in the absence of its own gross negligence or 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 Other Legal Contract Indemnity Rights, in Borrowing; (ii) the event performance or observance of any threatened of the covenants or actual claim, action, suit, proceeding, investigation, judgment agreements of the Borrower or settlement any Subsidiary contained herein or in any other Credit Document; (a “Claim”), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or arising out iii) the satisfaction of any act condition specified in Section 4 hereof, except receipt of items required to be delivered to the Agent; or failure to act by any Indemnified Party in respect (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectability hereof or of any event other Credit Document or circumstance involving of the Company, Liens provided for by the Security Documents or of any Company Subsidiary other documents 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 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 writing furnished in connection with any claim already asserted Credit Document 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 Collateral; and the Agent makes no representation of any Claim to each Indemnified Party, and, arising out of, kind or pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 character with respect to any employee benefit plan maintained such matters mentioned in this sentence. The Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The 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 genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, prior 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 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 Effective Time, or (B) this Agreement 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 (financial or otherwise) and prospects of the transactions contemplated herebyBorrower and its Subsidiaries, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel creditworthiness of his, her or its choosing at the expense all account debtors of the Surviving Corporation in any Claim, including any litigation listed in Section 6.3(b) of the Company Disclosure Letter (the “Existing Litigation”)Borrower and its Subsidiaries, and the fees, disbursements and other charges of whom (or of Agent shall have no liability whatsoever to any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving CorporationLender for such matters. 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 The Agent shall have the sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating no duty to disclose to the Existing Litigation Lenders information that is not required by any Credit Document to be furnished by the Borrower or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent Subsidiaries to the entry of any 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 RightsAgent at such time, 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 but is voluntarily furnished to the events giving rise thereto, unless such Indemnified Party otherwise consents, Agent (either in its sole discretion, capacity as Agent or in writing to such settlement, compromise, or consent. Parent, the Surviving Corporation and the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claimits individual capacity).

Indemnification Provisions. Without limiting In the generality event that Digital Offering, the respective shareholders, directors, officers, agents or effect employees of Section 6.3(a) Digital Offering, or any Other Legal Contract Indemnity Rightsother person controlling Digital Offering (collectively, together with Digital Offering, “Indemnified Persons”) becomes involved in the event of any threatened or actual capacity in any action, claim, action, suit, investigation or proceeding, investigationactual or threatened, judgment brought by or settlement against any person, including equity holders of Company, in connection with or as a result of (a i) the engagement contemplated by the letter agreement to which this Annex I is attached (the “Claimengagement”), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened including related to be, made a party, relating to, resulting from, or arising out of or in connection with Digital Offering’s services (whether occurring before, at or after the date hereof) under the Agreement, or the transactions identified in the engagement or any act proposed transaction contemplated by the Agreement or failure to act by any Indemnified Party Person’s role in respect of any event or circumstance involving the Company, any Company Subsidiary or their respective businessconnection therewith, whether or not identified on resulting from an Indemnified Person’s negligence, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any offering materials, including but not limited to any private placement memorandum, offering summary, slide decks, registration statement, prospectus and any prospectus supplement or other offering materials used to offer securities of Company in a transaction subject to the engagement as such materials may be amended or supplemented (and including but not limited to any documents deemed to be incorporated therein by reference) (collectively, the “Offering Materials”), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, Company Disclosure Letterwill reimburse such Indemnified Person for its reasonable and documented legal and other expenses (including without limitation the reasonable and documented costs and expenses incurred in connection with investigating any potential Losses or claims, preparing for and responding to third party subpoenas or enforcing the engagement) incurred in connection therewith as such expenses are incurred; provided, however, that with respect to clause (i) above if it is finally determined by a court or arbitral tribunal (without right of appeal) in any such action, claim, suit, investigation or proceeding that any loss, claim damage or liability of Digital Offering or any other Indemnified Person has resulted primarily and directly from the gross negligence, bad faith or willful misconduct of Digital Offering, then Digital Offering will repay such portion of reimbursed amounts that is attributable to expenses incurred in relation to the act or omission of Digital Offering or any other Indemnified Person which is the subject of such determination. Company will also indemnify and hold harmless each Indemnified Person 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 permitted by law and also hold harmless, any Indemnified Party against any losses, claims, damagesdamages or liabilities (including actions or proceedings in respect thereof) (collectively, liabilities“Losses”) related to or arising out of (i) the engagement, judgmentsor (ii) any untrue statement or alleged untrue statement of a material fact contained in the Offering Materials, amounts paid or any omission or alleged omission to state therein a material fact necessary in settlements, penalties and any amount owing or paid in connection with any claim already asserted or threatened and thereafter assertedorder to make the statements therein, 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 the light of the final disposition of any Claim to each Indemnified Partycircumstances under which they were made, andnot misleading, arising out ofexcept, or pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 clause (i) above, to the extent any employee benefit plan maintained such Losses are finally determined by a court or arbitral tribunal (without right of appeal) to have resulted primarily and directly from the willful misconduct, bad faith or gross negligence of Digital Offering or any other Indemnified Person. If such indemnification is for any reason not available or insufficient to hold an Indemnified Person harmless (except by reason of the foregoinggross negligence, prior bad faith or willful misconduct of Digital Offering (as described above), Company and Digital Offering shall contribute to the Effective Time, Losses involved in such proportion as is appropriate to reflect the relative benefits received (or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled anticipated to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Partyreceived) by Parent and the Surviving Corporation. As between the Indemnified PartiesCompany, on the one hand, and Parent and the Surviving Corporationby Digital Offering and/or any other Indemnified Person, on the other hand, Parent and with respect to the Surviving Corporation will have the sole liability for any lossesengagement or, claims, damages, liabilitiesif such allocation is determined by a court or arbitral tribunal to be unavailable, in each casesuch proportion as is appropriate to reflect other equitable considerations such as the relative fault of Company on the one hand and of Digital Offering and/or any other Indemnified Person on the other hand; provided, however, that in no event shall the amounts to be contributed by Digital Offering exceed the fees actually received by Digital Offering in the engagement. Relative benefits to Company, on the one hand, and Digital Offering and/or any other Indemnified Person, on the other hand, shall be deemed to be in the same proportion as (i) the total value received or to be received by Company or its security holders, as the case may be, pursuant to the transaction(s), whether joint or severalnot consummated, contemplated by the engagement, bears to (ii) all fees actually received by Digital Offering in the engagement. Company also agrees that neither Digital Offering nor any other Indemnified Person shall have any liability to Company or expenses any person asserting claims on behalf or in right of any nature under any theory from any Indemnified Party Company in connection with or as a result of the engagement or any Claim relating matter referred to in the engagement, except to the Existing Litigation extent that any Losses incurred by Company are finally determined by a court or arbitral tribunal (without right of appeal) to have resulted primarily and directly from the willful misconduct, bad faith or gross negligence of Digital Offering or any cost other Indemnified Person in performing the services that are the subject of the engagement. If at any time an Indemnified Person requests Company to reimburse the Indemnified Person for legal or other expenses paidin connection with investigating, reimbursed responding to or incurred hereunder and defending any Proceedings as contemplated by this Agreement indemnity agreement, Company will be liable for any settlement of any Proceedings effected without its written consent if (i) the proposed settlement is entered into more than 30 days after receipt by Company of the request for reimbursement, (ii) Company has not reimbursed the Indemnified Person within 30 days of such request for reimbursement, (iii) the Indemnified Person delivered written notice to Company of its intention to settle and the failure to pay within such 30 day period, and (iv) Company does not, within 15 days of receipt of the notice of the intention to settle and failure to pay, reimburse the Indemnified Person for such legal or other expenses and object to the Indemnified Person’s seeking to settle such Proceedings. Company’s reimbursement, indemnity and contribution obligations hereunder will be in addition to any liability that it may otherwise have, and will discharge inure to the benefit of any successors, assigns, heirs and all representatives of each Indemnified Person. Solely for the purpose of enforcing the letter agreement, Company hereby consents to personal jurisdiction and venue in any court in which any Proceeding is brought. Company’s obligations hereunder shall be in addition to any rights that any Indemnified Party Person may have at common law or otherwise. The provisions of this Annex I shall apply to the engagement (including related activities prior to the date hereof) and any modification thereof and shall remain in full force and effect regardless of the completion or termination of the engagement. If any term, provision, covenant or restriction herein is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. In the event Company proposes to engage in any Existing Litigation. Neither Parent nor the Surviving Corporation will settlesale, compromise distribution or consent to the entry liquidation of any judgment in any threatened all 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 a significant part of such Indemnified Party from all liability related to, resulting from or arising out of any Claim, including any Existing Litigationits assets, or any merger or consolidation and Company is not to be the events giving rise theretosurviving or resulting corporation or entity in such merger or consolidation, unless such Indemnified Party otherwise consents, Company will give prompt prior notice thereof to Digital Offering and will make proper provision in its sole discretion, in writing a manner reasonably satisfactory to Digital Offering so that Company’s obligations hereunder are expressly assumed by the other party or parties to such settlement, compromise, or consent. Parent, the Surviving Corporation and the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claimtransaction.

Indemnification Provisions. Without limiting (i) Subject to the generality limitation on damages contained in Section 13(b)(ii) hereof and the limitations set forth in Section 16(d) and (g) below, Seller hereby agrees to indemnify, protect, defend and hold harmless Buyer and its officers, directors members shareholders tenants, successors and assigns harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any breach of or effect inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, of Seller contained in this Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of this Agreement, unless Seller cures such matter in the manner provided in Section 6.3(a8(p) herein or (B) the failure to discharge any federal, state or local tax liability, or to pay any other assessments, recoupments, claims, fines, penalties or other amounts or liabilities accrued or payable with respect to any activities of Seller prior to the Closing Date (whether brought before or after the Closing Date), or (C) any obligation which is expressly the responsibility of Seller under this Agreement, or (D) any amounts required to cure citation violations issued by any state or federal health or human services authority on any Facility relating to any period prior to the Closing Date (whether brought before or after the Closing Dates), or (E) any claim by any employee of Seller relating to any period of employment prior to the Closing Date (whether brought before or after the Closing Date), or (F) the existence against the Real Property of any mechanic’s or materialmen’s claims resulting from the action or inaction of Seller or anyone acting under authority of Seller, or (G) any other cost, claim or liability arising out of or relating to events (other than as a result of the actions of Buyer or Buyer’s Consultants) or Seller’s ownership, operation or use of any Other Legal Contract Indemnity RightsFacility prior to the Closing Date. Any amount due under the aforesaid indemnity shall be due and payable by Seller within 30 days after demand thereof. Seller shall have the right to contest any such claims, liabilities or obligations as provided herein. (ii) Subject to the limitation on damages contained in Section 13(b)(i) hereof and the limitations set forth in Section 16(d) and (g) below, Buyer hereby agrees to indemnify, protect, defend and hold harmless Seller and its officers, directors, members, shareholders and tenants harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any breach of or inaccuracy in the event representations and warranties, or breach, non-fulfillment or default in the performance of any threatened of the conditions, covenants and agreements, of Buyer contained in this Agreement or actual in any certificate or document delivered by Buyer pursuant to any of the provisions of this Agreement, unless Buyer cures such matter in the manner provided in Section 8(p) herein, or (B) the existence against the Real Property of any mechanic’s or materialmen’s claims arising from actions of Buyer or Buyer’s Consultants prior to the Closing, or (C) any claim by any employee of Buyer relating to any period after the Closing Date, or (D) any other cost, claim or liability arising out of or relating to events (other than as a result of Seller, Seller’s operator, Seller’s lessee, or Seller’s consultants) of Buyer’s ownership, operation or use of any Facility after the Closing Date, or (E) any obligation which is expressly the responsibility of Buyer under this Agreement. Any amount due under the aforesaid indemnity shall be due and payable by Buyer within thirty (30) days after demand therefor. Buyer shall have the right to contest any such claims, liabilities or obligations as provided herein or any other cost, claim or liability arising out of or relating to events or Buyer’s ownership, operation or use of the Facilities after the Closing Date. (iii) The parties intend that all indemnification claims be made as promptly as practicable by the party seeking indemnification (the “Indemnified Party”). Whenever any claim shall arise for indemnification hereunder, the Indemnifying Party shall promptly notify in writing the party from whom indemnification is sought (the “Indemnitor”) of the claim, action, suit, proceeding, investigation, judgment or settlement and the facts constituting the basis for such claim (a the “Indemnification Claim”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, whether civilexcept to the extent the defense of such action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. (iv) An Indemnitor shall have the right to defend against an Indemnification Claim, criminal or administrative in which any with counsel of its choice reasonably satisfactory to the Indemnified Party, if (a) within fifteen (15) days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party has been, or is threatened to be, made a partyin writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any damages the Indemnified Party may suffer resulting from, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 pertaining attributable to the Indemnification Claim, (b) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and pay, in cash, all damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (c) the Indemnification Claim involves only money damages and does not seek an injunction or other equitable relief, (d) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (e) the Indemnitor continuously conducts the defense of the Indemnification Claim actively and diligently. (v) So long as the Indemnitor is conducting the defense of the Indemnification Claim in accordance with Section 16(a)(iv), then (A) the fact that such an Indemnified Party was a director (including may retain separate co-counsel at its sole cost and expense and participate in a capacity as a member of any committee the defense of the Board of Directors of the Company)Indemnification Claim, officer, employee or agent of the Company, any Company Subsidiaries or any of their respective predecessors, a fiduciary with respect to any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or shall not consent to the entry of any judgment in order or finalization of any threatened tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnitor (not to be withheld unreasonably), and (C) the Indemnitor will not consent to the entry of any order or actual finalization of any tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed, provided that it will not be deemed to be unreasonable for which indemnification has been or could be sought by an Indemnified Party hereunder to withhold its consent with respect to (i) any breach of any law, order or under permit, (ii) any Other Legal Contract Indemnity Rightsviolation of the rights of any person, unless such settlement, compromise or consent includes an unconditional release of such (iii) any matter which Indemnified Party believes could have a material adverse effect on any other actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief it may become party. Notwithstanding the foregoing provisions of this Subsection (v), if Indemnified Party refuses its consent to any of the matters set forth in clauses (i) through (iii) above, the indemnity amount shall be determined as if such consent had been given and Indemnitor shall pay over to the Indemnified Party such amount and be absolved from all liability related toany further obligation as to that particular claim; Indemnified Party may then resolve the claim in the manner it sees fit without further recourse against Indemnitor. (vi) Each party hereby consents to the non-exclusive jurisdiction of any governmental body, resulting from arbitrator, or mediator in which an action is brought against any Indemnified Party for purposes of any Indemnification Claim that an Indemnified Party may have under this Agreement with respect to such action or the matters alleged therein, and agrees that process may be served on such party with respect to such claim anywhere in the world, provided however, that any venue relating to any claim or proceeding arising out of this Agreement or any Claim, including any Existing Litigation, or other agreement between Sellers and Buyer shall be 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 State and the applicable Indemnified Parties will cooperate with each other in laws of the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter State shall continue until the final disposition of any such Claimapply.

Indemnification Provisions. Without limiting Neither the generality Agent nor the -------------------------- Collateral Agent nor any of their directors, officers, agents, or effect employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of Section 6.3(athe Majority Lenders or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Agent nor the Collateral Agent nor any of their 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 Other Legal Contract Indemnity Rights, in Borrowing; (ii) the event performance or observance of any threatened of the covenants or actual claimagreements of the Borrower or any of its Subsidiaries contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 4 hereof, actionexcept receipt of items required to be delivered to the Agent; or (iv) the validity, suiteffectiveness, proceedinggenuineness, investigationenforceability, judgment perfection, value, worth or settlement (a “Claim”)collectability hereof or of any other Credit Document or of the Liens provided for by the Stock Pledge Agreements, whether civil, criminal or administrative in which any Indemnified Party has beenif any, or is threatened to be, made a party, relating to, resulting from, or arising out of any act other documents or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 writing furnished in connection with any claim already asserted Credit Document 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 pertaining to (A) collateral; and the fact that such an Indemnified Party was a director (including in a capacity as a member Agent and the Collateral Agent makes no representation of any committee of the Board of Directors of the Company), officer, employee kind or agent of the Company, any Company Subsidiaries or any of their respective predecessors, a fiduciary character with respect to any employee benefit plan maintained such matters mentioned in this sentence. The Agent and the Collateral Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Agent and the Collateral 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 genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, prior the Agent and the Collateral 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 the Credit Documents. The Agent and the Collateral Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Agent and the Collateral Agent signed by such owner in form satisfactory to the Effective TimeAgent and the Collateral Agent. Each Lender acknowledges that it has independently and without reliance on the Agent and the Collateral 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 (financial or (Botherwise) this Agreement and prospects of the Borrower and its Subsidiaries, the creditworthiness of all account debtors of the Borrower and its Subsidiaries, and the Agent and the Collateral Agent shall have no liability whatsoever to any Lender for such matters. The Agent and the Collateral 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 of its Subsidiaries to the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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”), Agent and the feesCollateral Agent at such time, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at but is voluntarily furnished to the sole election of the Indemnified Party) by Parent Agent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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, Collateral Agent (either in its sole discretion, capacity as Agent or Collateral Agent or in writing to such settlement, compromise, or consent. Parent, the Surviving Corporation and the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claimits individual capacity).

Indemnification Provisions. Without limiting (i) Subject to the generality limitation on damages contained in Section 13(b)(ii) hereof and Buyer’s indemnification below, Seller hereby agrees to indemnify, protect, defend and hold harmless Buyer and its officers, directors members shareholders tenants, successors and assigns harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material breach of, or effect material inaccuracy in, the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, of Seller contained in this Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of this Agreement, unless Seller cures such matter in the manner provided in Section 6.3(a8(p) herein or (B) the failure to discharge any federal, state or local tax liability, or to pay any other assessments, recoupments, claims, fines, penalties or other amounts or liabilities accrued or payable with respect to any activities of Seller prior to the Closing Date (whether brought before or after the Closing Date), or (C) any obligation which is expressly the responsibility of Seller under this Agreement, or (D) any amounts required to cure citation violations issued by any state or federal health or human services authority on the Facility relating to any period prior to the Closing Date (whether brought before or after the Closing Dates), or (E) any claim by any employee of Seller relating to any period of employment prior to the Closing Date (whether brought before or after the Closing Date), or (F) the existence against the Real Property of any mechanic’s or materialmen’s claims resulting from the action or inaction of Seller or anyone acting under authority of Seller (but not including Buyer, or Buyer’s Consultants and agents), or (G) any other cost, claim or liability arising out of or relating to events (other than as a result of the actions of Buyer or Buyer’s Consultants) or Seller’s ownership, operation or use of the Facility prior to the Closing Date. Any amount due under the aforesaid indemnity shall be due and payable by Seller within 30 days after demand thereof. Seller shall have the right to contest any Other Legal Contract Indemnity Rightssuch claims, liabilities or obligations as provided herein. (ii) Subject to the limitation on damages contained in Section 13(b)(i) hereof and Seller’s indemnification above, Buyer hereby agrees to indemnify, protect, defend and hold harmless Seller and its officers, directors, members, shareholders and tenants harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material breach of, or material inaccuracy in, the representations and warranties, or breach, non-fulfillment or default in the event performance of any threatened of the conditions, covenants and agreements, of Buyer contained in this Agreement or actual in any certificate or document delivered by Buyer pursuant to any of the provisions of this Agreement, unless Buyer cures such matter in the manner provided in Section 8(p) herein, or (B) the existence against the Property of any mechanic’s or materialmen’s claims arising from actions of Buyer or Buyer’s Consultants prior to the Closing, or (C) any obligation which is expressly the responsibility of Buyer under this Agreement. Any amount due under the aforesaid indemnity shall be due and payable by Buyer within thirty (30) days after demand therefor. Buyer shall have the right to contest any such claims, liabilities or obligations as provided herein or any other cost, claim or liability arising out of or relating to events or Buyer’s ownership, operation or use of the Facility after the Closing Date. (iii) The parties intend that all indemnification claims be made as promptly as practicable by the party seeking indemnification (the “Indemnified Party”). Whenever any claim shall arise for indemnification hereunder, the Indemnifying Party shall promptly notify the party from whom indemnification is sought (the “Indemnitor”) of the claim, action, suit, proceeding, investigation, judgment or settlement and the facts constituting the basis for such claim (a the “Indemnification Claim”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, whether civilexcept to the extent the defense of such action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. (iv) An Indemnitor shall have the right to defend against an Indemnification Claim arising out of a third-party claim or demand, criminal or administrative in which any with counsel of its choice reasonably satisfactory to the Indemnified Party, if (a) within fifteen (15) days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party has been, or is threatened to be, made a partyin writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any damages the Indemnified Party may suffer resulting from, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 pertaining attributable to the Indemnification Claim, (b) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and pay, in cash, all damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (c) the Indemnification Claim involves only money damages and does not seek an injunction or other equitable relief, (d) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (e) the Indemnitor continuously conducts the defense of the Indemnification Claim actively and diligently. (v) So long as the Indemnitor is conducting the defense of the Indemnification Claim in accordance with Section 16(a)(iv), then (A) the fact that such an Indemnified Party was a director (including may retain separate co-counsel at its sole cost and expense and participate in a capacity as a member of any committee the defense of the Board of Directors of the Company)Indemnification Claim, officer, employee or agent of the Company, any Company Subsidiaries or any of their respective predecessors, a fiduciary with respect to any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or shall not consent to the entry of any judgment in order or finalization of any threatened tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnitor (not to be withheld unreasonably), and (C) the Indemnitor will not consent to the entry of any order or actual finalization of any tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed, provided that it will not be deemed to be unreasonable for which indemnification has been or could be sought by an Indemnified Party hereunder to withhold its consent with respect to (i) any breach of any law, order or under permit, (ii) any Other Legal Contract Indemnity Rightsviolation of the rights of any person, unless such settlement, compromise or consent includes an unconditional release of such (iii) any matter which Indemnified Party believes could have a material adverse effect on any other actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief it may become party. Notwithstanding the foregoing provisions of this Subsection (v), if Indemnified Party refuses its consent to any of the matters set forth in clauses (i) through (iii) above, the indemnity amount shall be determined as if such consent had been given and Indemnitor shall pay over to the Indemnified Party such amount and be absolved from all liability related toany further obligation as to that particular claim; Indemnified Party may then resolve the claim in the manner it sees fit without further recourse against Indemnitor. (vi) Each party hereby consents to the non-exclusive jurisdiction of any governmental body, resulting from arbitrator, or mediator in which an action is brought against any Indemnified Party for purposes of any Indemnification Claim that an Indemnified Party may have under this Agreement with respect to such action or the matters alleged therein, and agrees that process may be served on such party with respect to such claim anywhere in the world, provided however, that any venue relating to any claim or proceeding arising out of this Agreement or any Claim, including any Existing Litigation, or other agreement between Seller and Buyer shall be 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 State and the applicable Indemnified Parties will cooperate with each other in laws of the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter State shall continue until the final disposition of any such Claimapply.

Indemnification Provisions. Without limiting (i) Subject to the generality limitation on damages contained in Section 13(b)(ii) hereof, Seller hereby agrees to indemnify, protect, defend and hold harmless Buyer and its officers, directors members shareholders tenants, successors and assigns harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any breach of or effect inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, of Seller contained in this Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of this Agreement, unless Seller cures such matter in the manner provided in Section 6.3(a8(p) herein or (B) the failure to discharge any federal, state or local tax liability, or to pay any other assessments, recoupments, claims, fines, penalties or other amounts or liabilities accrued or payable with respect to any activities of Seller prior to the Closing Date (whether brought before or after the Closing Date), or (C) any obligation which is expressly the responsibility of Seller under this Agreement, or (D) any amounts required to cure citation violations issued by any state or federal health or human services authority on the Facility relating to any period prior to the Closing Date (whether brought before or after the Closing Dates), or (E) any claim by any employee of Seller relating to any period of employment prior to the Closing Date (whether brought before or after the Closing Date), or (F) the existence against the Real Property of any mechanic’s or materialmen’s claims resulting from the action or inaction of Seller or anyone acting under authority of Seller, or (G) any other cost, claim or liability arising out of or relating to events (other than as a result of the actions of Buyer or Buyer’s Consultants) or Seller’s ownership, operation or use of the Facility prior to the Closing Date. Any amount due under the aforesaid indemnity shall be due and payable by Seller within 30 days after demand thereof. Seller shall have the right to contest any Other Legal Contract Indemnity Rightssuch claims, liabilities or obligations as provided herein. (ii) Subject to the limitation on damages contained in Section 13(b)(i) hereof, Buyer hereby agrees to indemnify, protect, defend and hold harmless Seller and its officers, directors, members, shareholders and tenants harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any breach of or inaccuracy in the event representations and warranties, or breach, non-fulfillment or default in the performance of any threatened of the conditions, covenants and agreements, of Buyer contained in this Agreement or actual in any certificate or document delivered by Buyer pursuant to any of the provisions of this Agreement, unless Buyer cures such matter in the manner provided in Section 8(p) herein, or (B) the existence against the Real Property of any mechanic’s or materialmen’s claims arising from actions of Buyer or Buyer’s Consultants prior to the Closing, or (C) any obligation which is expressly the responsibility of Buyer under this Agreement. Any amount due under the aforesaid indemnity shall be due and payable by Buyer within thirty (30) days after demand therefor. Buyer shall have the right to contest any such claims, liabilities or obligations as provided herein or any other cost, claim or liability arising out of or relating to events or Buyer’s ownership, operation or use of the Facility after the Closing Date. (iii) The parties intend that all indemnification claims be made as promptly as practicable by the party seeking indemnification (the “Indemnified Party”). Whenever any claim shall arise for indemnification hereunder, the Indemnifying Party shall promptly notify the party from whom indemnification is sought (the “Indemnitor”) of the claim, action, suit, proceeding, investigation, judgment or settlement and the facts constituting the basis for such claim (a the “Indemnification Claim”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, whether civilexcept to the extent the defense of such action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. (iv) An Indemnitor shall have the right to defend against an Indemnification Claim, criminal or administrative in which any with counsel of its choice reasonably satisfactory to the Indemnified Party, if (a) within fifteen (15) days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party has been, or is threatened to be, made a partyin writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any damages the Indemnified Party may suffer resulting from, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 pertaining attributable to the Indemnification Claim, (b) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and pay, in cash, all damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (c) the Indemnification Claim involves only money damages and does not seek an injunction or other equitable relief, (d) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (e) the Indemnitor continuously conducts the defense of the Indemnification Claim actively and diligently. (v) So long as the Indemnitor is conducting the defense of the Indemnification Claim in accordance with Section 16(a)(iv), then (A) the fact that such an Indemnified Party was a director (including may retain separate co-counsel at its sole cost and expense and participate in a capacity as a member of any committee the defense of the Board of Directors of the Company)Indemnification Claim, officer, employee or agent of the Company, any Company Subsidiaries or any of their respective predecessors, a fiduciary with respect to any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or shall not consent to the entry of any judgment in order or finalization of any threatened tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnitor (not to be withheld unreasonably), and (C) the Indemnitor will not consent to the entry of any order or actual finalization of any tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed, provided that it will not be deemed to be unreasonable for which indemnification has been or could be sought by an Indemnified Party hereunder to withhold its consent with respect to (i) any breach of any law, order or under permit, (ii) any Other Legal Contract Indemnity Rightsviolation of the rights of any person, unless such settlement, compromise or consent includes an unconditional release of such (iii) any matter which Indemnified Party believes could have a material adverse effect on any other actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief it may become party. Notwithstanding the foregoing provisions of this Subsection (v), if Indemnified Party refuses its consent to any of the matters set forth in clauses (i) through (iii) above, the indemnity amount shall be determined as if such consent had been given and Indemnitor shall pay over to the Indemnified Party such amount and be absolved from all liability related toany further obligation as to that particular claim; Indemnified Party may then resolve the claim in the manner it sees fit without further recourse against Indemnitor. (vi) Each party hereby consents to the non-exclusive jurisdiction of any governmental body, resulting from arbitrator, or mediator in which an action is brought against any Indemnified Party for purposes of any Indemnification Claim that an Indemnified Party may have under this Agreement with respect to such action or the matters alleged therein, and agrees that process may be served on such party with respect to such claim anywhere in the world, provided however, that any venue relating to any claim or proceeding arising out of this Agreement or any Claim, including any Existing Litigation, or other agreement between Seller and Buyer shall be 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 State and the applicable Indemnified Parties will cooperate with each other in laws of the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter State shall continue until the final disposition of any such Claimapply.

Indemnification Provisions. Without limiting The Company agrees to indemnify and hold harmless Cantor, to the generality fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, assessments, penalties, judgments, awards, and other liabilities (collectively, “Liabilities”), and will fully reimburse Cantor for any and all reasonable fees, costs, expenses and disbursements (collectively, “Expenses”), as and when incurred, of investigating, preparing or effect of Section 6.3(a) or defending any Other Legal Contract Indemnity Rights, in the event of any threatened or actual claim, action, suit, proceedingproceeding or investigation in connection with any pending or threatened litigation or arbitration against Cantor (collectively, investigation, judgment “Actions”) (including any and all reasonable legal and other reasonable Expenses in giving testimony or settlement (furnishing documents in response to a “Claim”subpoena or otherwise), whether civildirectly or indirectly, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a partycaused by, relating to, resulting frombased upon, or arising out of or in connection with (a) any act or failure to act omission by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 Cantor 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 pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 any employee benefit plan maintained by any of the foregoing, prior to the Effective TimeOffering, or (Bb) this Agreement any untrue statement or alleged untrue statement of a material fact contained in, or omissions or alleged omissions from, any filing with the U.S. Securities and Exchange Commission or any of the transactions contemplated hereby, whether other governmental agency or similar statements or omissions in or from any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented information furnished by counsel 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 the fees, disbursements and other charges of whom (to Cantor or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party person in connection with the Offering; provided, however, such indemnity agreement shall not apply to any Claim relating portion of any such Liability or Expense to the Existing Litigation extent it is found in a final 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 Cantor, in which event the Company shall be reimbursed any cost or expenses paid, reimbursed or incurred hereunder and amounts advanced by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigationit hereunder. Neither Parent nor the Surviving Corporation will settle, compromise or consent Notwithstanding anything to the entry of contrary contained herein, the Company shall not be obligated hereunder to indemnify Cantor for any 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 or based upon any Claim, including any Existing Litigationuntrue statement or alleged untrue statement of a material fact contained in, or omissions or alleged omissions from, any filing with the events giving rise theretoU.S. Securities and Exchange Commission or any other governmental agency, unless if such Indemnified Party otherwise consents, untrue statement or alleged untrue statement or omission or alleged omission is made in its sole discretion, reliance upon and in writing conformity with written information furnished to such settlement, compromise, or consent. Parent, the Surviving Corporation and Company by Cantor in connection with the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such ClaimOffering.

Indemnification Provisions. Without limiting This Schedule I is a part of and is incorporated into the generality attached engagement letter (the “Agreement”) between the Company and its affiliates (collectively “Company”), RBW Capital Partners LLC or effect its designated assignee (together and with its affiliates “RBW”), a division of Section 6.3(a) or any Other Legal Contract Indemnity RightsDxxxxx Xxxxx Securities, Inc. (“BD”, and together with RBW, the "Placement Agent"). Capitalized terms used herein and not otherwise defined shall have the respective meanings provided in the event Agreement. In connection with the Company’s engagement of Placement Agent hereunder, the Company hereby agrees to indemnify and hold harmless Placement Agent and its affiliates, and the respective controlling persons, directors, officers, managers, members, shareholders, agents and employees of any threatened of the foregoing (collectively the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel which shall be promptly reimbursed or actual claimadvanced), actionas incurred, suit, proceeding, investigation, judgment whether or settlement not the Company is a party thereto (collectively a “Claim”), whether civil, criminal that are (A) related to or administrative in which arise out of (i) any Indemnified Party has beenactions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or is threatened (ii) any actions taken or omitted to be, made a party, relating to, resulting from, or arising out of any act or failure to act be taken by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 Person 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 pertaining to (A) the fact that such an Indemnified Party was a director (including in a capacity as a member of any committee of the Board of Directors of the Company), officer, employee or agent ’s engagement of the Company, any Company Subsidiaries or any of their respective predecessors, a fiduciary with respect to any employee benefit plan maintained by any of the foregoing, prior to the Effective TimePlacement Agent, or (B) this Agreement otherwise relate to or any arise out of Placement Agent’s activities on the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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”)Company’s behalf under Placement Agent’s engagement, and the fees, disbursements Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any counsel) as incurred by such Indemnified Party Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim relating that is finally judicially determined to have resulted from the Existing Litigation gross negligence or willful misconduct of any cost or expenses paidsuch Indemnified Person for such Claim. The Company further agrees that it will not, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor without the Surviving Corporation will prior written consent of Placement Agent, settle, compromise or consent to the entry of any judgment in any pending or threatened or actual Claim for in respect of which indemnification has been or could may be sought by hereunder (whether or not any Indemnified Person is an Indemnified Party hereunder actual or under any Other Legal Contract Indemnity Rightspotential party to such Claim), unless such settlement, compromise or consent includes an unconditional unconditional, irrevocable release of such each Indemnified Party Person from any and all liability related to, resulting from or arising out of such Claim. Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution 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 such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel for such Indemnified Person and the payment of the fees and expenses of such counsel, provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person and provided further that if the legal counsel to such Indemnified Person determines that having common counsel could present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, or legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available to the Company, such Indemnified Person will employ its own separate counsel (limited to one law firm and local counsel, if necessary) to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. If the Company does not assume the defense of such Claim, such Indemnified Person will employ its own separate counsel (limited to one law firm and local counsel, if necessary) to represent or defend him, her, or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, including any Existing Litigationthe relevant Indemnified Person shall have the right, or but not the events giving rise theretoobligation, unless such Indemnified Party otherwise consentsto defend, in its sole discretion, in writing to such settlementcontest, compromise, settle, assert crossclaims, or consentcounterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its counsel (limited to one law firm and local counsel, if necessary) and all amounts paid as a result of such Claim or the compromise or settlement thereof. ParentIn addition, with respect to any Claim in which the Company assumes the defense, the Surviving Corporation Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense. RBW Capital Partners “RBW” is a Division of Dxxxxx Xxxxx Securities, Inc.All Securities and Brokerage Services are offered through Dxxxxx Xxxxx Securities, Inc.100 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000 | Xxxx Xxxxx, Xxxxxxx 00000(561) 391-5555 | wxx.xxxxxxxxxxx.xxx | Member: FINRA/SIPC The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not Placement Agent is the applicable Indemnified Parties will cooperate with each other in Person), the defense of any matter Company and Placement Agent shall contribute to the Claim for which such Indemnified Party could seek indemnification hereunderindemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and Placement Agent on the other, in connection with Placement Agent’s engagement referred to above, subject to the limitation that in no event shall the amount of Placement Agent’s contribution to such Claim exceed the amount of fees actually received by Placement Agent from the Company pursuant to Placement Agent’s engagement. ParentThe Company hereby agrees that the relative benefits to the Company, on the one hand, and Placement Agent on the other, with respect to Placement Agent’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company pursuant to the Offering (whether or not consummated) for which Placement Agent is engaged to render services bears to (b) the fee paid or proposed to be paid to Placement Agent in connection with such engagement. The Company’s indemnity, advancement, reimbursement and the Surviving Corporation’s indemnification contribution obligations under this Section 6.3 related Agreement (a) shall be in addition to claims already asserted and/or threatened and asserted hereafter shall continue until in no way limit or otherwise adversely affect any rights that any Indemnified Person may have at law or at equity and (b) shall be effective whether or not the final disposition Company is at fault in any way. RBW Capital Partners “RBW” is a Division of any such Claim.Dxxxxx Xxxxx Securities, Inc.All Securities and Brokerage Services are offered through Dxxxxx Xxxxx Securities, Inc.100 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000 | Xxxx Xxxxx, Xxxxxxx 00000(561) 391-5555 | wxx.xxxxxxxxxxx.xxx | Member: FINRA/SIPC If the foregoing correctly sets forth our understanding, please return signed copies of this Agreement and the annexed Indemnification Provisions. Agreed, Approved and Accepted: By: /s/ Pxxxxx Xxxxxxx By: /s/ Axxx Xxxxxxxxxxx Pxxxxx Xxxxxxx Axxx Xxxxxxxxxxx Title: Managing Partner Title: Executive Chairman By: /s/ Rxxxxx X. Xxxxxx, Xx. Rxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer RBW Capital Partners “RBW” is a Division of Dxxxxx Xxxxx Securities, Inc.All Securities and Brokerage Services are offered through Dxxxxx Xxxxx Securities, Inc.100 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000 | Xxxx Xxxxx, Xxxxxxx 00000(561) 391-5555 | wxx.xxxxxxxxxxx.xxx | Member: FINRA/SIPC

Indemnification Provisions. Without limiting The Company agrees to indemnify and hold harmless the generality or effect of Section 6.3(a) or Placement Agent and any Other Legal Contract Indemnity Rights, in the event of any threatened or actual claim, action, suit, proceeding, investigation, judgment or settlement (a “Claim”), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, any Company Subsidiary or their respective business, whether or not indemnified parties identified on the Company Disclosure Letter, herein 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 permitted by law and also hold harmless, any Indemnified Party against any and all losses, claims, damages, liabilitiesobligations, penalties, judgments, amounts paid in settlementsawards, penalties liabilities, costs, expenses and disbursements, and any amount owing and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or paid furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any claim already asserted Indemnified Party is a party))(collectively, “Losses”), directly or threatened and thereafter assertedindirectly, in each casecaused by, whether joint or severalrelating to, 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, andbased upon, arising out of, or pertaining in connection with, the Placement Agent acting for the Company, including, without limitation, any act or omission by the Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and the Placement Agent to which these indemnification provisions are attached and form a part (Athe “Agreement”), any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any Agency Agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that and such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the fact gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for its connection with the engagement of the Placement Agent by the Company or for any other reason, 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 primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Indemnified Parties”): the Placement Agent, its present and former affiliated entities, managers, members, officers, employees, consultants, advisors, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party was a director (including in a capacity as a member of proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any committee of failure by an Indemnified party to notify the Board of Directors of Company shall not relieve the Company), officer, employee or agent of the Company, any Company Subsidiaries or any of their respective predecessors, a fiduciary with respect to any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Timefrom its obligations hereunder. Each An Indemnified Party will be entitled shall have the right to be represented by retain counsel 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”)own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and other charges of whom (or any counsel designated by the Company. The Company shall be liable for any settlement of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from claim against any Indemnified Party in connection made with the Company’s written consent. The Company shall not, without the prior written consent of the Placement Agent settle or compromise any Claim relating to the Existing Litigation claim, or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise permit a default or consent to the entry of any 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 Rightsrespect thereof, unless such settlement, compromise or consent includes (I) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release of such Indemnified Party from all liability related toin respect of such claim, resulting from and (ii) does not contain any factual or arising out legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise of any Claim, including any Existing Litigation, or of the events giving rise thereto, unless such Indemnified Party otherwise consentsor any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim or indemnification pursuant to these indemnification provisions Is made but is found in a final judgment by a court 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 shall contribute to the Losses to which any Indemnified Party may be subject to in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand and (ii) if (and only if) the allocation provided in clause (I) of this sentence is not permitted by applicable law, in its sole discretionsuch proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in writing connection with statements, acts or omissions which results in such 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 relative benefits received (or anticipated to be received) by the Company and its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such settlementparties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by the Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, compromise, or consent. Parent, in no event shall the Surviving Corporation and the applicable amount contributed by all Indemnified Parties will cooperate with each other exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnified Provisions which shall remain operative and in full force and effect. The Indemnified Provisions shall be binding upon the defense Company and its successors and assigns and shall inure to the benefit of any matter for which such the Indemnified Party could seek indemnification hereunder. Parent’s Parties and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened their respective successors, assigns, heirs and asserted hereafter shall continue until the final disposition of any such Claimpersonal representatives.

Indemnification Provisions. Without limiting (a) Subject to the generality or effect terms and conditions of Section 6.3(a) or any Other Legal Contract Indemnity Rightsthis Article VII, in the event of any threatened breach of any of the representations, warranties, agreements or actual claimcovenants of DSW contained herein, action, suit, proceeding, investigation, judgment provided that FAA makes a written claim for indemnification in the manner provided for in this Article VII on or settlement prior to the date one year following the date of Closing (a “Claim”the "Survival Termination Date"), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 FAA and the Surviving Corporation, on behalf of themselves and their respective subsidiariesofficers, will indemnify to directors, agents and employees, shall be indemnified and held harmless from and against the fullest extent permitted by law entirety of any and also hold harmlessall actions, any Indemnified Party against any lossessuits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, judgmentsobligations, amounts paid in settlementstaxes, penalties liens, losses, expenses, and any amount owing or paid in connection with any claim already asserted or threatened and thereafter asserted, in each case, whether joint or severalfees, including costs, expenses attorney’s fees, disbursements, supersedeas bonds expert court costs and all other necessary reasonable attorneys' fees and expenses, in advance expenses ("Adverse Consequences") that FAA may suffer through and after the date of the final disposition of any Claim to each Indemnified Party, andclaim for indemnification resulting from, arising out of, in the nature of, or pertaining caused by such breach. (b) Subject to (A) the fact that such an Indemnified Party was a director (including terms and conditions of this Article VII, in a capacity as a member the event of any committee breach 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 any employee benefit plan maintained by any of the foregoingrepresentations, warranties, agreements or covenants of FAA contained herein, provided that the DSW Shareholders' Representatives or DSW makes a written claim for indemnification in the manner provided for in this Article VII on or prior to the Effective TimeSurvival Termination Date, or (B) this Agreement or any DSW and its shareholders and their respective officers, directors, agents and employees shall be indemnified and held harmless from and against the entirety of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations Adverse Consequences that any Indemnified Party they may have suffer through and after the date of the claim for indemnification resulting from, arising out of, in any Existing Litigation. Neither Parent nor the Surviving Corporation will settlenature of, compromise or consent caused by such breach except where and to the entry extent that such breach of any 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 FAA is attributable to, resulting from or arising out caused by, a breach of any Claim, including any Existing Litigation, the representations warranties agreements 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 the applicable Indemnified Parties will cooperate with each other in the defense covenants of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such ClaimDSW contained herein.

Indemnification Provisions. Without limiting The Company agrees to indemnify and hold harmless XXXX and its affiliates (as defined in Rule 405 under the generality Securities Act of 1933, as amended) and their respective directors, officers, employees, agents and controlling persons (XXXX and each such person each being an “Indemnified Party”) from and against all losses, claims, damages and liabilities (or effect of Section 6.3(a) or any Other Legal Contract Indemnity Rightsactions, including shareholder actions, in respect thereof), joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, which are related to or result from the event performance by XXXX of the services contemplated by or the engagement of XXXX pursuant to this Agreement and will promptly reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense arising from any threatened or actual pending claim, actionwhether or not such Indemnified Party is a party and whether or not such claim, suit, proceeding, investigation, judgment action or settlement (a “Claim”), whether civil, criminal proceeding is initiated or administrative in which brought by the Company. The Company will not be liable to any Indemnified Party has beenunder the foregoing indemnification and reimbursement provisions (i) for any settlement by an Indemnified Party effected without its prior written consent (not to be unreasonably withheld); or (ii) to the extent that any loss, claim, damage or liability is threatened found in a final, non-appealable judgment by a court of competent jurisdiction to behave resulted primarily from the Indemnified Party’s willful misconduct or gross negligence. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, made a party, relating to, resulting from, in contract or tort or otherwise) to the Company or its security holders or creditors related to or arising out of any act or failure to act by any Indemnified Party in respect the engagement of any event or circumstance involving the Company, 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 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 pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 XXXX pursuant to, resulting from or arising out of any Claim, including any Existing Litigation, or the events giving rise theretoperformance by XXXX of the services contemplated by, unless such Indemnified Party otherwise consentsthis Agreement except to the extent that any loss, claim, damage or liability is found in its sole discretiona final, in writing non-appealable judgment by a court of competent jurisdiction to such settlement, compromise, have resulted primarily from ROTH’s willful misconduct or consent. Parent, the Surviving Corporation and the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claimgross negligence.

Indemnification Provisions. Without limiting (A) The Company agrees to indemnify and hold harmless the generality Placement Agent and its affiliates and their respective officers, directors, employees, agents, counsel, advisers and consultants, and any persons controlling the Placement Agent or effect any of its affiliates within the meaning of Section 6.3(a) 15 of the Securities Act of 1933 or any Other Legal Contract Indemnity Rights, in Section 20 of the event Securities Exchange Act of any threatened 1934 (the Placement Agent and each such other person or actual claim, action, suit, proceeding, investigation, judgment or settlement (a entity being referred to herein as an “ClaimIndemnified Person”), whether civilfrom and against all claims, criminal liabilities, losses or administrative damages (or actions in respect thereof) or other expenses (and further agrees to advance all expenses) which (A) are 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 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 Party has beenPerson 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 is threatened inquiry by a regulatory or self-regulatory agency or authority involving the Company or any transaction arising under any agreements between the Company and the Placement Agent or (B) are otherwise related to be, made a party, relating to, resulting from, or arising arise out of the Placement Agents’ activities on behalf of the Company or its respective affiliates pursuant to this Agreement or (C) in any act way involving or failure alleged to act by any Indemnified Party in respect of any event or circumstance involving involve the Company, 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 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 pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 Placement or any of their respective predecessorsSecurities. The Company will not be responsible, a fiduciary with respect to any employee benefit plan maintained by any of the foregoinghowever, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, liabilities or expenses pursuant to clause (B) of any nature under any theory the preceding sentence which are finally judicially determined to have resulted solely from any such Indemnified Party Person’s gross negligence or willful misconduct. In addition, the Company agrees to advance (and in 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 Indemnified Person in connection with investigating, preparing, conducting or defending any Claim relating to the Existing Litigation such action or any cost claim, whether or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that not in connection with litigation in which any Indemnified Party may have Person is a named party, or in any Existing Litigation. Neither Parent nor connection with enforcing the Surviving Corporation will settlerights of such Indemnified Person under this Agreement, compromise or consent to including the entry costs of any judgment in any threatened or actual Claim for which indemnification has been or could be sought claims asserted by an Indemnified Party 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 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 the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the 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 Claimamounts 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, and 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 the Placement Agent determines that to do so would be in the best interests of 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. The Company will have the exclusive right to settle the claim or proceeding at its sole expense provided that the Company 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 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 Indemnified Person. (C) The Company and the Placement Agent and any Indemnified Persons agree to notify each other promptly of the assertion of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this engagement 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 by Placement Agent under this 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 engagement letter or otherwise.

Indemnification Provisions. Without limiting In connection with our engagement of Cambria as our consultant and advisor, the generality or effect Company hereby agrees to indemnify and hold Cambria and its affiliates (which, purposes of Section 6.3(athis 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 Cambria or any Other Legal Contract Indemnity Rightsof its affiliates (collectively the “Indemnified Persons”), harmless from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including, 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, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the event Company’s engagement of Cambria pursuant to this Agreement between the Cambria and the Company, or (B) otherwise related to or arising out of Cambria ’s activities on our behalf pursuant to Cambria ’s engagement under this Agreement, and the Company shall reimburse any threatened Indemnified Person for all expenses (including, but not limited to, fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or actual defending any such claim, action, suit, proceeding, investigation, judgment suit or settlement proceeding (collectively a “Claim”), whether civil, criminal or administrative not in connection with pending or threatened litigation in which any Indemnified Party has been, or Person is threatened to be, made a party. The Company will not, relating tohowever, resulting from, be responsible for any Claim which is finally judicially determined to have resulted exclusively from the gross negligence or arising out willful misconduct of any act or failure person seeking indemnification hereunder. The Company further agrees that no Indemnified Person shall have any liability to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 for or paid in connection with Cambria ’s engagement under the Agreement except for 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 Claim incurred by the final disposition Company solely as a direct result of any Claim to each Indemnified Party, and, arising out of, Person’s gross negligence or pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claimwillful misconduct.

Indemnification Provisions. Without limiting (i) Subject to the generality limitation on damages contained in Section 13(b)(ii) hereof, Seller hereby agrees to indemnify, protect, defend and hold harmless Buyer and its officers, directors members shareholders tenants, successors and assigns harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any breach of or effect inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, of Seller contained in this Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of this Agreement, unless Seller cures such matter in the manner provided in Section 6.3(a8(p) herein or (B) the failure to discharge any federal, state or local tax liability, or to pay any other assessments, recoupments, claims, fines, penalties or other amounts or liabilities accrued or payable with respect to any activities of Seller prior to the Closing Date (whether brought before or after the Closing Date), or (C) any obligation which is expressly the responsibility of Seller under this Agreement, or (D) any amounts required to cure citation violations issued by any state or federal health or human services authority on the Facility relating to any period prior to the Closing Date (whether brought before or after the Closing Dates), or (E) any claim by any employee of Seller relating to any period of employment prior to the Closing Date (whether brought before or after the Closing Date), or (F) the existence against the Real Property of any mechanic’s or materialmen’s claims resulting from the action or inaction of Seller or anyone acting under authority of Seller, or (G) any other cost, claim or liability arising out of or relating to events (other than as a result of the actions of Buyer or Buyer’s Consultants) or Seller’s ownership, operation or use of the Facility prior to the Closing Date. Any amount due under the aforesaid indemnity shall be due and payable by Seller within 30 days after demand thereof. Seller shall have the right to contest any Other Legal Contract Indemnity Rightssuch claims, liabilities or obligations as provided herein. (ii) Subject to the limitation on damages contained in Section 13(b)(i) hereof, Buyer hereby agrees to indemnify, protect, defend and hold harmless Seller and its officers, directors, members, shareholders and tenants harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any breach of or inaccuracy in the event representations and warranties, or breach, non-fulfillment or default in the performance of any threatened of the conditions, covenants and agreements, of Buyer contained in this Agreement or actual in any certificate or document delivered by Buyer pursuant to any of the provisions of this Agreement, unless Buyer cures such matter in the manner provided in Section 8(p) herein, or (B) the existence against the Real Property of any mechanic’s or materialmen’s claims arising from actions of Buyer or Buyer’s Consultants prior to the Closing, or (C) any obligation which is expressly the responsibility of Buyer under this Agreement. Any amount due under the aforesaid indemnity shall be due and payable by Buyer within thirty (30) days after demand therefor. Buyer shall have the right to contest any such claims, liabilities or obligations as provided herein, or any other cost, claim or liability arising out of or relating to events or Buyer's ownership, operation or use of the Facility after the Closing Date. (iii) The parties intend that all indemnification claims be made as promptly as practicable by the party seeking indemnification (the “Indemnified Party”). Whenever any claim shall arise for indemnification hereunder, the Indemnifying Party shall promptly notify the party from whom indemnification is sought (the “Indemnitor”) of the claim, action, suit, proceeding, investigation, judgment or settlement and the facts constituting the basis for such claim (a the “Indemnification Claim”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, whether civilexcept to the extent the defense of such action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. (iv) An Indemnitor shall have the right to defend against an Indemnification Claim, criminal or administrative in which any with counsel of its choice reasonably satisfactory to the Indemnified Party, if (a) within fifteen (15) days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party has been, or is threatened to be, made a partyin writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any damages the Indemnified Party may suffer resulting from, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 pertaining attributable to the Indemnification Claim, (b) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and pay, in cash, all damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (c) the Indemnification Claim involves only money damages and does not seek an injunction or other equitable relief, (d) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (e) the Indemnitor continuously conducts the defense of the Indemnification Claim actively and diligently. (v) So long as the Indemnitor is conducting the defense of the Indemnification Claim in accordance with Section 16(a)(iv), then (A) the fact that such an Indemnified Party was a director (including may retain separate co-counsel at its sole cost and expense and participate in a capacity as a member of any committee the defense of the Board of Directors of the Company)Indemnification Claim, officer, employee or agent of the Company, any Company Subsidiaries or any of their respective predecessors, a fiduciary with respect to any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or shall not consent to the entry of any judgment in order or finalization of any threatened tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnitor (not to be withheld unreasonably), and (C) the Indemnitor will not consent to the entry of any order or actual finalization of any tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed, provided that it will not be deemed to be unreasonable for which indemnification has been or could be sought by an Indemnified Party hereunder to withhold its consent with respect to (i) any breach of any law, order or under permit, (ii) any Other Legal Contract Indemnity Rightsviolation of the rights of any person, unless such settlement, compromise or consent includes an unconditional release of such (iii) any matter which Indemnified Party believes could have a material adverse effect on any other actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief it may become party. Notwithstanding the foregoing provisions of this Subsection (v), if Indemnified Party refuses its consent to any of the matters set forth in clauses (i) through (iii) above, the indemnity amount shall be determined as if such consent had been given and Indemnitor shall pay over to the Indemnified Party such amount and be absolved from all liability related toany further obligation as to that particular claim; Indemnified Party may then resolve the claim in the manner it sees fit without further recourse against Indemnitor. (vi) Each party hereby consents to the non-exclusive jurisdiction of any governmental body, resulting from arbitrator, or mediator in which an action is brought against any Indemnified Party for purposes of any Indemnification Claim that an Indemnified Party may have under this Agreement with respect to such action or the matters alleged therein, and agrees that process may be served on such party with respect to such claim anywhere in the world, provided however, that any venue relating to any claim or proceeding arising out of this Agreement or any Claim, including any Existing Litigation, or other agreement between Seller and Buyer shall be 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 State and the applicable Indemnified Parties will cooperate with each other in laws of the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter State shall continue until the final disposition of any such Claimapply.

Indemnification Provisions. Without limiting The Company agrees to defend, indemnify and hold harmless RCG, its officers, directors, and employees (hereafter jointly referred to as RCG) 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 generality costs of investigating, preparing or effect 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, or asserted by a third party, based upon or arising out of Section 6.3(a(a) the Company's breach of or the incorrectness of any Other Legal Contract Indemnity Rightsrepresentation, warranty, or covenant of Company contained in this Agreement; and/or (b) failure of Company to perform any term condition, or obligation required by this Agreement to be performed by Company; or (c) any Services rendered by the 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 that is found in a final judgment by a court of competent jurisdiction or mutually acceptable arbitrator to have resulted 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, the Company's material breach or the incorrectness of any representation, warranty or covenant of the Company contained in this Agreement. As a condition to the foregoing indemnity, in the event of the assertion of any threatened claim or actual demand, or the institution of any suit or action 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 indemnification hereinafter referred to as the "Indemnitee") the Indemnitee will give notice thereof to the Indemnitor and will afford the Indemnitor the opportunity to defend , settle, or compromise the same. Unless the Indemnitor agrees to duly, promptly and diligently discharge or defend against such claim, actiondemand, suitsuit or action in such manner as will, proceedingin the Indemnitee's reasonable judgment, investigationprotect the Indemnitee from any liability, judgment loss, cost or settlement (damage as a “Claim”)result thereof, whether civilthe Indemnitee may, criminal at the Indemnitee's option, for the Indemnitor's account and risk, assume the defense of the same, may implead, interplead or administrative 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 which so doing. The Indemnitee may, at the Indemnitee's option, participate in any Indemnified Party has beenlegal proceedings being conducted by the Indemnitor hereunder with counsel of the Indemnitee's choosing, or but such participation shall be at the Indemnitee's sole expense, so long as the Indemnitor is threatened to bediligently conducting the same in the Indemnitee's reasonable judgment, made a party, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 Indemnitee's counsel shall to the fullest extent permitted by law and also hold harmless, any Indemnified Party against any losses, claims, damages, liabilities, judgments, amounts paid in settlements, penalties consistent with its professional responsibilities cooperate with the Indemnitor and any amount owing counsel designated by the Indemnitor. In the event that a court of competent jurisdiction, or paid in connection with any an arbitrator mutually acceptable to the parties, determines that the Indemnification provided for hereunder is unavailable hereunder, but that both Company and RCG are liable to a third party asserting a claim already asserted or threatened against Company and thereafter assertedRCG, then as between Company and RCG, they each agree to contribute such amounts as may be necessary to satisfy such liability, 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 amounts proportionate to each Indemnified Party, and, arising out of, or pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 predecessorscomparative negligence/responsibility as determined by a court of competent jurisdiction or a mutually acceptable arbitrator. If either Company or RCG pays such third party more than its proportionate share as determined above, a fiduciary with respect to any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will then it shall be entitled to seek contribution from the other party to the extent of such excess. No person or affiliated entity found liable for a fraudulent misrepresentation shall be represented by counsel of hisentitled to contribution from any person or affiliated entity that is not also found liable for such fraudulent misrepresentation. These Indemnification Provisions shall be in addition to any liability, her which either party may otherwise have to the other party or its choosing at their respective controlling persons within the expense meaning of the Surviving Corporation federal securities laws. The foregoing Indemnification Provisions are in addition to any Claim, including any litigation listed in Section 6.3(b) of the Company Disclosure Letter (the “Existing Litigation”), rights or remedies available under applicable law and the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating are not to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition exclusion of any such Claim.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 engagement period, PCIG or 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. Without limiting Capitalized terms used in this Exhibit shall have the generality or effect of Section 6.3(a) or any Other Legal Contract Indemnity Rights, meanings ascribed to such terms in the event Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each of any threatened or actual claim, action, suit, proceeding, investigation, judgment or settlement the other Indemnified Parties (a “Claim”), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, any Company Subsidiary or their respective business, whether or not identified on the Company Disclosure Letter, as hereinafter defined) 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 permitted by law and also hold harmless, any Indemnified Party against any and all losses, claims, damages, liabilitiesobligations, penalties, judgments, amounts paid in settlementsawards, penalties liabilities, costs, expenses and disbursements, and any amount owing and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or paid furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any claim already asserted Indemnified Party is a party)) (collectively, “Losses”), directly or threatened and thereafter assertedindirectly, in each casecaused by, whether joint or severalrelating to, 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, andbased upon, arising out of, or pertaining to (A) the fact that such an Indemnified Party was a director (including in a capacity as a member of any committee of the Board of Directors of the Company)connection with, officer, employee or agent of Placement Agent’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company Subsidiaries and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or any of their respective predecessors, a fiduciary with respect to any employee benefit plan maintained by any of agreement contained in the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether subscription or securities purchase agreement with the investors (or in any case asserted instrument, document or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel of his, her or its choosing at the expense of the Surviving Corporation in any Claimagreement relating thereto, including any litigation listed agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in Section 6.3(ba final 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 the Indemnified Party seeking indemnification hereunder. The Company Disclosure Letter also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, 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 primarily and directly from such Indemnified Party’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the “Existing LitigationIndemnified Parties”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the feesofficers, disbursements directors, partners, stockholders, members, managers, employees, legal counsel, agents and other charges of whom (or controlling persons of any other expert retained of them. These indemnification provisions shall be in respect of addition to any Claim) will be paid in advance or reimbursed (at liability which the sole election of the Company may otherwise have to any Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 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. Without limiting (i) Subject to the generality limitation on damages contained in Section 13(b)(ii) hereof, hereof Seller hereby agrees to indemnify, protect, defend and hold harmless Buyer and its officers, directors members shareholders tenants, successors and assigns harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material breach of or effect material inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, of Seller contained in this Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of this Agreement, unless Seller cures such matter in the manner provided in Section 6.3(a8(p) herein or (B) the failure to discharge any federal, state or local tax liability, or to pay any other assessments, recoupments, claims, fines, penalties or other amounts or liabilities accrued or payable with respect to any activities of Seller prior to the Closing Date (whether brought before or after the Closing Date), or (C) any obligation which is expressly the responsibility of Seller under this Agreement, or (D) any amounts required to cure citation violations issued by any state or federal health or human services authority on any Facility relating to any period prior to the Closing Date (whether brought before or after the Closing Dates), or (E) any claim by any employee of Seller relating to any period of employment prior to the Closing Date (whether brought before or after the Closing Date), or (F) the existence against the Real Property of any mechanic’s or materialmen’s claims resulting from the action or inaction of Seller or anyone acting under authority of Seller, or (G) any other cost, claim or liability arising out of or relating to events (other than as a result of the actions of Buyer or Buyer’s Consultants) or Seller’s ownership, operation or use of any Other Legal Contract Indemnity RightsFacility prior to the Closing Date. Any amount due under the aforesaid indemnity shall be due and payable by Seller within thirty (30) days after demand thereof. Seller shall have the right to contest any such claims, liabilities or obligations as provided herein. (ii) Subject to the limitation on damages contained in Section 13(b)(i) hereof, Buyer hereby agrees to indemnify, protect, defend and hold harmless Seller and its officers, directors, members, shareholders and tenants harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material breach of or material inaccuracy in the event representations and warranties, or breach, non-fulfillment or default in the performance of any threatened of the conditions, covenants and agreements, of Buyer contained in this Agreement or actual in any certificate or document delivered by Buyer pursuant to any of the provisions of this Agreement, unless Buyer cures such matter in the manner provided in Section 8(p) herein, or (B) the existence against the Real Property of any mechanic’s or materialmen’s claims arising from actions of Buyer or Buyer’s Consultants prior to the Closing, or (C) any obligation which is expressly the responsibility of Buyer under this Agreement. Any amount due under the aforesaid indemnity shall be due and payable by Buyer within thirty (30) days after demand therefor. Buyer shall have the right to contest any such claims, liabilities or obligations as provided herein or any other cost, claim or liability arising out of or relating to events or Buyer’s ownership, operation or use of the Facility after the Closing Date. (iii) The parties intend that all indemnification claims be made as promptly as practicable by the party seeking indemnification (the “Indemnified Party”). Whenever any claim shall arise for indemnification hereunder, the Indemnifying Party shall promptly notify the party from whom indemnification is sought (the “Indemnitor”) of the claim, action, suit, proceeding, investigation, judgment or settlement and the facts constituting the basis for such claim (a the “Indemnification Claim”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, whether civilexcept to the extent the defense of such action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. (iv) An Indemnitor shall have the right to defend against an Indemnification Claim, criminal or administrative in which any with counsel of its choice reasonably satisfactory to the Indemnified Party, if (a) within fifteen (15) days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party has been, or is threatened to be, made a partyin writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any damages the Indemnified Party may suffer resulting from, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 pertaining attributable to the Indemnification Claim, (b) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and pay, in cash, all damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (c) the Indemnification Claim involves only money damages and does not seek an injunction or other equitable relief, (d) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (e) the Indemnitor continuously conducts the defense of the Indemnification Claim actively and diligently. (v) So long as the Indemnitor is conducting the defense of the Indemnification Claim in accordance with Section 16(a)(iv), then (A) the fact that such an Indemnified Party was a director (including may retain separate co-counsel at its sole cost and expense and participate in a capacity as a member of any committee the defense of the Board of Directors of the Company)Indemnification Claim, officer, employee or agent of the Company, any Company Subsidiaries or any of their respective predecessors, a fiduciary with respect to any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or shall not consent to the entry of any judgment in order or finalization of any threatened tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnitor (not to be withheld unreasonably), and (C) the Indemnitor will not consent to the entry of any order or actual finalization of any tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed, provided that it will not be deemed to be unreasonable for which indemnification has been or could be sought by an Indemnified Party hereunder to withhold its consent with respect to (i) any breach of any law, order or under permit, (ii) any Other Legal Contract Indemnity Rightsviolation of the rights of any person, unless such settlement, compromise or consent includes an unconditional release of such (iii) any matter which Indemnified Party believes could have a material adverse effect on any other actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief it may become party. Notwithstanding the foregoing provisions of this Section 16(v), if Indemnified Party refuses its consent to any of the matters set forth in clauses (i) through (iii) above, the indemnity amount shall be determined as if such consent had been given and Indemnitor shall pay over to the Indemnified Party such amount and be absolved from all liability related toany further obligation as to that particular claim; Indemnified Party may then resolve the claim in the manner it sees fit without further recourse against Indemnitor. (vi) Each party hereby consents to the non-exclusive jurisdiction of any governmental body, resulting from arbitrator, or mediator in which an action is brought against any Indemnified Party for purposes of any Indemnification Claim that an Indemnified Party may have under this Agreement with respect to such action or the matters alleged therein, and agrees that process may be served on such party with respect to such claim anywhere in the world, provided however, that any venue relating to any claim or proceeding arising out of this Agreement or any Claim, including any Existing Litigation, or other agreement between Sellers and Buyer shall be 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 State of Arizona and the applicable Indemnified Parties will cooperate with each other in laws of the defense State of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter Arizona shall continue until the final disposition of any such Claimapply.

Indemnification Provisions. Without limiting The Company hereby agrees to indemnify each of the generality holders of the Notes or effect Registrable Securities and their respective directors, officers, agents and employees from and hold each of Section 6.3(athem harmless against any and all losses, liabilities, claims, damages or expenses actually incurred by any of them, including attorneys' fees, arising out of or by reason of (i) or any Other Legal Contract Indemnity Rights, in the event of any threatened or actual claim, action, suit, proceedinginvestigation, litigation, settlement, or other administrative or judicial proceeding related to any use made or proposed to be made by the Company of the proceeds of the Notes or the Company's issuance thereof; (ii) any breach of a representation or warranty of the Company to the Purchasers contained herein or in any certificate delivered pursuant to the provisions hereof; (iii) the failure of the Company or its Subsidiaries to perform any agreement set forth herein; (iv) any action, suit, investigation, judgment or settlement (a “Claim”)litigation, whether civil, criminal or administrative in which any Indemnified Party has beensettlement, or is threatened other administrative or judicial proceeding related to: (a) any environmental cleanup, assessment, containment, removal, testing, monitoring or audit, (b) non-compliance with any Environmental Laws, or (c) other matters relating to bethe protection of the Environment, made a partyin each case arising from or alleged to arise from acts or omissions of, relating or circumstances or conditions related to, resulting fromthe Company or any of its Subsidiaries; or (v) an actual or alleged Environmental Condition involving the Company or any Subsidiary thereof, regardless of whether caused by, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving within the Companycontrol of, any Company Subsidiary or their respective business, whether or not identified on the Company Disclosure Letteror such Subsidiary (but excluding any such losses, from liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). If and after to the Appointment Timeextent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of Parent and the Surviving Corporationsuch losses, on behalf of themselves and their respective subsidiaries, will indemnify to the fullest extent permitted by law and also hold harmless, any Indemnified Party against any lossesliabilities, claims, damages, liabilitiesexpenses, 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 pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature which is permissible under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such ClaimLaws.

Indemnification Provisions. Without limiting (i) Subject to the generality limitation on damages contained in Section 13(b)(ii) hereof, Seller hereby agrees to indemnify, protect, defend and hold harmless Buyer and its officers, directors members shareholders tenants, successors and assigns harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material breach of or effect material inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, of Seller contained in this Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of this Agreement, unless Seller cures such matter in the manner provided in Section 6.3(a8(p) herein or (B) the failure to discharge any federal, state or local tax liability, or to pay any other assessments, recoupments, claims, fines, penalties or other amounts or liabilities accrued or payable with respect to any activities of Seller prior to the Closing Date (whether brought before or after the Closing Date), or (C) any obligation which is expressly the responsibility of Seller under this Agreement, or (D) any amounts required to cure citation violations issued by any state or federal health or human services authority on any Facility relating to any period prior to the Closing Date (whether brought before or after the Closing Dates), or (E) any claim by any employee of Seller relating to any period of employment prior to the Closing Date (whether brought before or after the Closing Date), or (F) the existence against the Real Property of any mechanic’s or materialmen’s claims resulting from the action or inaction of Seller or anyone acting under authority of Seller, or (G) any other cost, claim or liability arising out of or relating to events (other than as a result of the actions of Buyer or Buyer’s Consultants) or Seller’s ownership, operation or use of any Other Legal Contract Indemnity RightsFacility prior to the Closing Date. Any amount due under the aforesaid indemnity shall be due and payable by Seller within thirty (30) days after demand thereof. Seller shall have the right to contest any such claims, liabilities or obligations as provided herein. (ii) Subject to the limitation on damages contained in Section 13(b)(i) hereof, Buyer hereby agrees to indemnify, protect, defend and hold harmless Seller and its officers, directors, members, shareholders and tenants harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material breach of or material inaccuracy in the event representations and warranties, or breach, non-fulfillment or default in the performance of any threatened of the conditions, covenants and agreements, of Buyer contained in this Agreement or actual in any certificate or document delivered by Buyer pursuant to any of the provisions of this Agreement, unless Buyer cures such matter in the manner provided in Section 8(p) herein, or (B) the existence against the Real Property of any mechanic’s or materialmen’s claims arising from actions of Buyer or Buyer’s Consultants prior to the Closing, or (C) any obligation which is expressly the responsibility of Buyer under this Agreement. Any amount due under the aforesaid indemnity shall be due and payable by Buyer within thirty (30) days after demand therefor. Buyer shall have the right to contest any such claims, liabilities or obligations as provided herein or any other cost, claim or liability arising out of or relating to events or Buyer’s ownership, operation or use of the Facilities after the Closing Date. (iii) The parties intend that all indemnification claims be made as promptly as practicable by the party seeking indemnification (the “Indemnified Party”). Whenever any claim shall arise for indemnification hereunder, the Indemnifying Party shall promptly notify the party from whom indemnification is sought (the “Indemnitor”) of the claim, action, suit, proceeding, investigation, judgment or settlement and the facts constituting the basis for such claim (a the “Indemnification Claim”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, whether civilexcept to the extent the defense of such action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. (iv) An Indemnitor shall have the right to defend against an Indemnification Claim, criminal or administrative in which any with counsel of its choice reasonably satisfactory to the Indemnified Party, if (a) within fifteen (15) days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party has been, or is threatened to be, made a partyin writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any damages the Indemnified Party may suffer resulting from, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, 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 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 pertaining attributable to the Indemnification Claim, (b) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and pay, in cash, all damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (c) the Indemnification Claim involves only money damages and does not seek an injunction or other equitable relief, (d) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (e) the Indemnitor continuously conducts the defense of the Indemnification Claim actively and diligently. (v) So long as the Indemnitor is conducting the defense of the Indemnification Claim in accordance with Section 16(a)(iv), then (A) the fact that such an Indemnified Party was a director (including may retain separate co-counsel at its sole cost and expense and participate in a capacity as a member of any committee the defense of the Board of Directors of the Company)Indemnification Claim, officer, employee or agent of the Company, any Company Subsidiaries or any of their respective predecessors, a fiduciary with respect to any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or shall not consent to the entry of any judgment in order or finalization of any threatened tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnitor (not to be withheld unreasonably), and (C) the Indemnitor will not consent to the entry of any order or actual finalization of any tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed, provided that it will not be deemed to be unreasonable for which indemnification has been or could be sought by an Indemnified Party hereunder to withhold its consent with respect to (i) any breach of any law, order or under permit, (ii) any Other Legal Contract Indemnity Rightsviolation of the rights of any person, unless such settlement, compromise or consent includes an unconditional release of such (iii) any matter which Indemnified Party believes could have a material adverse effect on any other actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief it may become party. Notwithstanding the foregoing provisions of this Section 16, if Indemnified Party refuses its consent to any of the matters set forth in clauses (i) through (iii) above, the indemnity amount shall be determined as if such consent had been given and Indemnitor shall pay over to the Indemnified Party such amount and be absolved from all liability related toany further obligation as to that particular claim; Indemnified Party may then resolve the claim in the manner it sees fit without further recourse against Indemnitor. (vi) Each party hereby consents to the non-exclusive jurisdiction of any governmental body, resulting from arbitrator, or mediator in which an action is brought against any Indemnified Party for purposes of any Indemnification Claim that an Indemnified Party may have under this Agreement with respect to such action or the matters alleged therein, and agrees that process may be served on such party with respect to such claim anywhere in the world, provided however, that any venue relating to any claim or proceeding arising out of this Agreement or any Claim, including any Existing Litigation, or other agreement between Sellers and Buyer shall be 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 State and the applicable Indemnified Parties will cooperate with each other in laws of the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter State shall continue until the final disposition of any such Claimapply.

Indemnification Provisions. Without limiting In connection with the generality or effect of Section 6.3(a) or any Other Legal Contract Indemnity Rights, in Placement Agency Agreement to which this Addendum A is attached (the event of any threatened or actual claim, action, suit, proceeding, investigation, judgment or settlement (a “ClaimAgreement”), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, any Company Subsidiary or their respective business, whether or not identified on the Company Disclosure Letter(the “Indemnitor”) agrees to indemnify and hold harmless Maxim Group LLC (“Maxim”) and its affiliates, and the respective officers, directors, employees, agents and representatives of Maxim, its affiliates and each other person, if any, controlling Maxim or any of its affiliates (Maxim and each such other person being an “Indemnified Person”) 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 permitted by law and also hold harmless, any Indemnified Party against any losses, claims, damagesdamages or liabilities related to, liabilities, judgments, amounts paid in settlements, penalties and any amount owing arising out of or paid in connection with the engagement (the “Engagement”) under the Agreement, and will reimburse each Indemnified Person for all expenses (including fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any claim already asserted action, claim, suit, investigation or proceeding related to, arising out of or in connection with the Engagement, whether or not pending or threatened and thereafter assertedwhether or not any Indemnified Person is a party. The Indemnitor will not, in each casehowever, 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 pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability responsible for any losses, claims, damages, liabilities, in each case, whether joint damages or several, liabilities (or expenses relating thereto) that are judicially determined in a judgment not subject to appeal to have resulted from the bad faith, gross negligence or intentional misconduct of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paidPerson. The Indemnitor will not, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will without Mxxxx’s prior written consent, settle, compromise or compromise, consent to the entry of any judgment in or otherwise seek to terminate any threatened action, claim, suit or actual Claim for proceeding in respect of which indemnification has been or could may be sought by an hereunder (whether or not any Indemnified Party hereunder or under any Other Legal Contract Indemnity Rights, Person is a party thereto) 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, consent or consenttermination includes a release of each Indemnified Person from any liabilities arising out of such action, claim, suit or proceeding. ParentNo Indemnified Person seeking indemnification, reimbursement or contribution under this agreement will, without the prior written consent of the Indemnitor, 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 Addendum A 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 liabilities referred to herein, then, in lieu of indemnifying such Indemnified Person hereunder, the Surviving Corporation 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 referred to in such clause (i) but also the relative fault of each of the applicable Indemnified Person and the Indemnitor, as well as any other relevant equitable considerations; 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 Mxxxx 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 Addendum A, the relative benefits to the Indemnitor and the applicable Indemnified Parties will cooperate with each other Person of the Engagement shall be deemed to be in the defense same proportion as: (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 shareholders), as the case may be, in the transaction or transactions that are the subject of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of Engagement, whether or not any such Claimtransaction is consummated, bears to (b) the fees paid to Maxim in connection with the Engagement.

Indemnification Provisions. Without limiting In connection with the generality or effect of Section 6.3(a) or any Other Legal Contract Indemnity Rights, in Placement Agency Agreement to which this Addendum A is attached (the event of any threatened or actual claim, action, suit, proceeding, investigation, judgment or settlement (a “ClaimAgreement”), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, any Company Subsidiary or their respective business, whether or not identified on the Company Disclosure Letter(the “Indemnitor”) agrees to indemnify and hold harmless Maxim Group LLC (“Maxim”) and its affiliates, and the respective officers, directors, employees, agents and representatives of Maxim, its affiliates and each other person, if any, controlling Maxim or any of its affiliates (Maxim and each such other person being an “Indemnified Person”) 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 permitted by law and also hold harmless, any Indemnified Party against any losses, claims, damagesdamages or liabilities related to, liabilities, judgments, amounts paid in settlements, penalties and any amount owing arising out of or paid in connection with the engagement (the “Engagement”) under the Agreement, and will reimburse each Indemnified Person for all expenses (including reasonable, documented fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any claim already asserted action, claim, suit, investigation or proceeding related to, arising out of or in connection with the Engagement, whether or not pending or threatened and thereafter assertedwhether or not any Indemnified Person is a party. The Indemnitor will not, in each casehowever, 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 pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability responsible for any losses, claims, damages, liabilities, in each case, whether joint damages or several, liabilities (or expenses relating thereto) that are judicially determined in a judgment not subject to appeal to have resulted from the bad faith, gross negligence or intentional misconduct of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paidPerson. The Indemnitor will not, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will without Xxxxx’s prior written consent, settle, compromise or compromise, consent to the entry of any judgment in or otherwise seek to terminate any threatened action, claim, suit or actual Claim for proceeding in respect of which indemnification has been or could may be sought by an hereunder (whether or not any Indemnified Party hereunder or under any Other Legal Contract Indemnity Rights, Person is a party thereto) 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, consent or consenttermination includes a release of each Indemnified Person from any liabilities arising out of such action, claim, suit or proceeding. ParentNo Indemnified Person seeking indemnification, reimbursement or contribution under this agreement will, without the prior written consent of the Indemnitor, 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 Addendum A 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 liabilities referred to herein, then, in lieu of indemnifying such Indemnified Person hereunder, the Surviving Corporation 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 referred to in such clause (i) but also the relative fault of each of the applicable Indemnified Person and the Indemnitor, as well as any other relevant equitable considerations; 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 Xxxxx 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 Addendum A, the relative benefits to the Indemnitor and the applicable Indemnified Parties will cooperate with each other Person of the Engagement shall be deemed to be in the defense same proportion as: (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 shareholders), as the case may be, in the transaction or transactions that are the subject of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of Engagement, whether or not any such Claimtransaction is consummated, bears to (b) the fees paid to Maxim in connection with the Engagement.

Indemnification Provisions. Without limiting CNTM agrees to indemnify and hold harmless Rxxx and its affiliates (as defined in Rule 405 under the generality Securities Act of 1933, as amended) and their respective directors, officers, employees, agents and controlling persons (Rxxx and each such person being an “Indemnified Party”) from and against all losses, claims, damages and liabilities (or effect of Section 6.3(a) or any Other Legal Contract Indemnity Rightsactions, including shareholder actions, in respect thereof), joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, which are related to or result from the event performance by Rxxx of the services contemplated by or the engagement of Rxxx pursuant to this Agreement and will promptly reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense arising from any threatened or actual pending claim, actionwhether or not such Indemnified Party is a party and whether or not such claim, suit, proceeding, investigation, judgment action or settlement (a “Claim”), whether civil, criminal proceeding is initiated or administrative in which brought by CNTM. CNTM will not be liable to any Indemnified Party has beenunder the foregoing indemnification and reimbursement provisions (i) for any settlement by an Indemnified Party effected without its prior written consent (not to be unreasonably withheld); or (ii) to the extent that any loss, claim, damage or liability is threatened found in a final, non-appealable judgment by a court of competent jurisdiction to behave resulted primarily from the Indemnified Party willful misconduct or gross negligence. CNTM also agrees that no Indemnified Party shall have any liability (whether direct or indirect, made a party, relating to, resulting from, in contract or tort or otherwise) to CNTM or its security holders or creditors related to or arising out of any act or failure to act by any Indemnified Party in respect the engagement of any event or circumstance involving the Company, 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 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 pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 Rxxx pursuant to, resulting from or arising out of any Claim, including any Existing Litigation, or the events giving rise theretoperformance by Rxxx of the services contemplated by, unless such Indemnified Party otherwise consentsthis Agreement except to the extent that any loss, claim, damage or liability is found in its sole discretiona final, in writing non-appealable judgment by a court of competent jurisdiction to such settlement, compromise, have resulted primarily from Rxxx’x willful misconduct or consent. Parent, the Surviving Corporation and the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claimgross negligence.

Indemnification Provisions. Without limiting The Company (in such capacity, the generality or effect “Indemnifying Party”) shall indemnify and hold harmless the Investors and each of Section 6.3(a) or any Other Legal Contract Indemnity Rightstheir respective Affiliates, members, partners, officers, directors, employees, agents, advisors and controlling persons (each, in the event of such capacity, an “Indemnified Person”) from and against any threatened and all losses, claims, damages, liabilities and reasonable expenses, joint or actual claimseveral, action, suit, proceeding, investigation, judgment or settlement (a “Claim”), whether civil, criminal or administrative in to which any such Indemnified Party has been, or is threatened to be, made a party, relating to, resulting from, or Person may become subject arising out of or in connection with any act claim, challenge, litigation, investigation or failure proceeding with respect to act 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, 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 foregoing; provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are finally judicially determined to have resulted from fraud, gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in respect such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any event relevant equitable considerations. 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 circumstance involving proposed to be received by the CompanyCompany pursuant to the sale of Shares to the Investors pursuant to this Agreement bears to (ii) the Commitment Fee paid or 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 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, person asserting claims on behalf of themselves and their respective subsidiariesor in right of the Indemnifying Party, will indemnify or any other person in connection with or as a 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 fullest extent permitted by law and also hold harmless, any Indemnified Party against that any losses, claims, damages, liabilitiesliability or expenses incurred by the Company are finally judicially determined to have resulted from fraud, judgments, amounts paid gross negligence or willful misconduct of such Indemnified Person 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 performing the services that are the subject of this Agreement. Promptly after receipt by an Indemnified Person of notice of the final disposition commencement of any Claim to each Indemnified Partyclaim, andlitigation, arising out ofinvestigation, proceeding or pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 other action with respect to any employee benefit plan maintained by any 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 Indemnifying Party in respect thereof, notify the Indemnifying Party in writing of the foregoingcommencement thereof; provided, prior 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 Effective Time, or extent it has been actually and materially prejudiced by such failure and (Bii) 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 Agreement or Section 8. In case any such Actions are brought against any Indemnified Person and such Indemnified Person notifies the Indemnifying Party of the transactions contemplated herebycommencement 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 in any case asserted or arising before or after the Effective Time. Each Indemnified 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 represented 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 liable to 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 hislegal defenses in accordance with the proviso to the immediately preceding sentence, her or its choosing (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 Surviving Corporation 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 any Claimgood 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, including any litigation listed in Section 6.3(brestated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of the Company Disclosure Letter [●], 2013, by and among K-V Pharmaceutical Company, a Delaware corporation (the “Existing LitigationCompany”), and the feespersons identified on Schedule A hereto (each, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claima “Holder”).

Indemnification Provisions. Without limiting The Company agrees to indemnify and hold harmless Xxxx and its affiliates (as defined in Rule 405 under the generality Securities Act of 1933, as amended) and their respective directors, officers, employees, agents and controlling persons (Xxxx and each such person being an “Indemnified Party”) from and against all losses, claims, damages and liabilities (or effect of Section 6.3(a) or any Other Legal Contract Indemnity Rightsactions, including shareholder actions, in respect thereof), joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, which are related to or result from the event performance by Xxxx of the services contemplated by or the engagement of Xxxx pursuant to this Agreement and will promptly reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense arising from any threatened or actual pending claim, actionwhether or not such Indemnified Party is a party and whether or not such claim, suit, proceeding, investigation, judgment action or settlement (a “Claim”), whether civil, criminal proceeding is initiated or administrative in which brought by the Company. The Company will not be liable to any Indemnified Party has beenunder the foregoing indemnification and reimbursement provisions (i) for any settlement by an Indemnified Party effected without its prior written consent (not to be unreasonably withheld); or (ii) to the extent that any loss, claim, damage or liability is threatened found in a final, non-appealable judgment by a court of competent jurisdiction to behave resulted primarily from the Indemnified Party’s willful misconduct or gross negligence. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, made a party, relating to, resulting from, in contract or tort or otherwise) to the Company or its security holders or creditors related to or arising out of any act or failure to act by any Indemnified Party in respect the engagement of any event or circumstance involving the Company, 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 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 pertaining to (A) the fact that such an Indemnified Party was a director (including in a 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 any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel 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 the fees, disbursements and other charges of whom (or of any other expert retained in respect of any Claim) will be paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the Surviving Corporation. 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 sole liability for any losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any nature under any theory from any Indemnified Party in connection with any Claim relating to the Existing Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any 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 Xxxx pursuant to, resulting from or arising out of any Claim, including any Existing Litigation, or the events giving rise theretoperformance by Xxxx of the services contemplated by, unless such Indemnified Party otherwise consentsthis Agreement except to the extent that any loss, claim, damage or liability is found in its sole discretiona final, in writing non-appealable judgment by a court of competent jurisdiction to such settlement, compromise, have resulted primarily from Roth’s willful misconduct or consent. Parent, the Surviving Corporation and the applicable Indemnified Parties will cooperate with each other in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any such Claimgross negligence.