Common use of Indemnification Relating to Registration Clause in Contracts

Indemnification Relating to Registration. With respect to a registration under Section 5 or Section 6 hereof: (i) The Company shall indemnify the participating Shareholders and the underwriter or underwriters (as defined in the Securities Act) for such Shareholders and each person, if any, who controls any such Shareholder or any underwriter within the meaning of the Securities Act, against any loss, damage, liability, cost, or expense to which a Shareholder, underwriter, or controlling person becomes subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs, or expenses are caused by an untrue statement or alleged untrue statement of any material fact contained in the registration statement, any prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall not be liable, however, to the extent that any such loss, damage, liability, cost, or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by a Shareholder, underwriter, or controlling person in writing specifically for use in the preparation thereof. (ii) Each participating Shareholder shall indemnify the Company, its directors and officers, any controlling person, and any underwriter from any loss, damage, liability, cost, or expense to which the Company, any controlling person, or any such underwriter becomes subject under the Securities Act or otherwise, insofar as the losses, damages, liabilities, costs, or expenses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in conformity with written information furnished by the Shareholder specifically for use in the preparation thereof, or the failure of the Shareholder to comply with the Securities Act, including the prospectus-delivery requirements thereof. (iii) Promptly after receipt by an indemnified party under the provisions of paragraph (i) or (ii) of this Section 5(g) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, the indemnified party shall, if a claim thereof is to be made against the indemnifying party under the provisions of paragraph (i) or (ii), promptly notify the indemnifying party of the commencement thereof; but any delay in so notifying the indemnifying party will not relieve it from any liability which it may have to any indemnified party, unless the indemnifying party is actually prejudiced by such delay. If such an action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, to assume the defense thereof, with counsel satisfactory to the indemnified party; provided, however, if the defendants in any action include both the indemnified party and the indemnifying party and the indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, or if there is a conflict of interest that would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party shall have the right to select separate counsel to participate in the defense of the action on its behalf. After notice from the indemnifying party to the indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party under the provisions of paragraph (i) or (ii) for any legal or other expense subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnified party employs counsel in accordance with the proviso of the preceding sentence, the indemnifying party does not employ counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or the indemnifying party has authorized the employment of counsel for the indemnified party at its expense. (iv) The parties hereto acknowledge and agree that the provisions of this Section 9 shall be superceded by the provisions contained in any underwriting or similar agreement described in Section 7(b) above.

Indemnification Relating to Registration. With respect to a registration under Section 5 or Section 6 hereof: (i) The Company 0xx Xxxxxx shall indemnify the participating Shareholders and the underwriter or underwriters (as defined in the Securities Act) for such Shareholders hold harmless IBC, Xxxxxxxxx and each person, if any, who controls any such Shareholder or any underwriter Xxxxxxxxx within the meaning of the Securities ActAct or the Exchange Act (each a "Seller Indemnified Party" and collectively, the "Seller Indemnified Parties"), against any losslosses, damageclaims, liabilitydamages, cost, expenses or expense liabilities (joint or several) to which a Shareholder, underwriter, or controlling person becomes any of them may become subject under the Securities Act Act, the Exchange Act, or otherwise, insofar as such losses, claims, damages, liabilitiesexpenses or liabilities (or actions or proceedings, costswhether commenced or threatened, in respect thereof) arise out of or expenses are caused by an based upon any of the following statements, omissions or violations (collectively, a "Violation"): (A) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, including any preliminary prospectus or final prospectus contained therein, therein or any amendment amendments or supplement supplements thereto, or arise out of or are based upon (B) the omission or alleged omission to state therein a material fact information required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances in under which they were are made, not misleading. The Company misleading or (C) any violation or alleged violation by 0xx Xxxxxx of the Securities Act, the Exchange Act, or any state securities or blue sky law; and 0xx Xxxxxx shall not be liablereimburse each Seller Indemnified Party, howeverpromptly as such expenses are incurred, to the extent that for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability, costaction or proceeding; provided, however, that the indemnity agreement contained in this section shall not apply to amounts paid in settlement of any such loss, claim, damage, expense, liability, action or expense proceeding if such settlement is effected without the consent of 5th Avenue, which consent shall not be unreasonably withheld, nor shall 0xx Xxxxxx be liable in any such case for any such loss, claim, damage, expense, liability, action or proceeding to the extend that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by a Shareholder, underwriter, or controlling person in writing specifically for use in the preparation thereof. (ii) Each participating Shareholder shall indemnify the Company, its directors and officers, any controlling person, and any underwriter from any loss, damage, liability, cost, or expense to Violation which the Company, any controlling person, or any such underwriter becomes subject under the Securities Act or otherwise, insofar as the losses, damages, liabilities, costs, or expenses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made occurs in reliance upon and in conformity with written information furnished by the Shareholder specifically expressly for use in the preparation thereof, registration statement by IBC or the failure of the Shareholder to comply with the Securities Act, including the prospectus-delivery requirements thereofits shareholders. (iiiii) Promptly after receipt by an indemnified party under the provisions of paragraph (i) or (ii) of this Section 5(g) 4 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions(including any governmental action), the indemnified party such Seller Indemnified Party shall, if a claim in respect thereof is to be made against the indemnifying party 0xx Xxxxxx under the provisions of paragraph (i) or (ii)this section, promptly notify the indemnifying party deliver to 0xx Xxxxxx a written notice of the commencement thereof; but any delay in so notifying the indemnifying party will not relieve it from any liability which it may have to any indemnified party, unless the indemnifying party is actually prejudiced by such delay. If such an action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party 0xx Xxxxxx shall have the right to participate in, in and, to the extent that it may wishso desires, to assume control of the defense thereof, thereof with counsel mutually satisfactory to 0xx Xxxxxx and the indemnified partyparties; provided, however, if the defendants in any action include both the indemnified party and the indemnifying party and the indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, or if there is a conflict of interest that would prevent counsel for the indemnifying party from also representing the indemnified party, the an indemnified party shall have the right to select separate counsel retain its own counsel, with the fees and expenses to participate be paid by 5th Avenue, if, in the defense reasonable opinion of counsel for the action on its behalf. After notice from the indemnifying party to the indemnified party Seller Indemnified Party, representation of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party under the provisions of paragraph (i) or (ii) for any legal or other expense subsequently incurred such Seller Indemnified Party by the indemnified counsel retained by 0xx Xxxxxx would be inappropriate due to actual or potential differing interests between such party in connection with the defense thereof and any other than reasonable costs of investigation, unless the indemnified party employs represented by such counsel in accordance with the proviso of the preceding sentence, the indemnifying party does not employ counsel satisfactory such proceeding. The failure to the indemnified party deliver written notice to represent the indemnified party 0xx Xxxxxx within a reasonable time after the notice of the commencement of any such action shall relieve 0xx Xxxxxx of any liability to the Seller Indemnified Party under this section only to the extent prejudicial to 5th Avenue's ability to defend such action, but the omission so to deliver written notice to 0xx Xxxxxx shall not relieve it of any liability that is may have to any Seller Indemnified Party otherwise than under this section. The indemnification required by this section shall be made by periodic payments of the amount thereof during the course of the investigation or the indemnifying party has authorized the employment of counsel for the indemnified party at its defense, promptly as such expense, loss, damage or liability is incurred. (iviii) The parties hereto acknowledge and agree To the extent any indemnification by 5th Avenue is prohibited or limited by law, or is otherwise unavailable to or insufficient to hold harmless a Seller Indemnified Party, 0xx Xxxxxx agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this section, provided that no person guilty of fraudulent misrepresentation (within the provisions meaning of this Section 9 11(f) of the Securities Act) shall be superceded by the provisions contained in entitled to contribution from any underwriting or similar agreement described in Section 7(b) aboveperson who was not guilty of such fraudulent misrepresentation.

Indemnification Relating to Registration. With respect In the event of any registered offering of Registrable Securities pursuant to a registration under Section 5 or Section 6 hereofof this Agreement: (ia) The Company shall will indemnify and hold harmless, to the participating Shareholders and fullest extent permitted by law, the Purchaser, any underwriter or underwriters (as defined in for the Securities Act) for such Shareholders Purchaser, and each person, if any, who controls the Purchaser, from and against any and all Damages, and the Company will reimburse the Purchaser, such Shareholder underwriter and each such controlling person of the Purchaser, promptly upon demand, for any reasonable legal or any underwriter within the meaning of the Securities Act, other expenses reasonably incurred by them in connection with investigating or defending against any such loss, damageclaim, Damages, liability, cost, action or expense to which a Shareholder, underwriter, or controlling person becomes subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs, or expenses are caused by an untrue statement or alleged untrue statement of any material fact contained in the registration statement, any prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall not be liableproceeding; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by a Shareholder, underwriter, or controlling person in writing specifically by or on behalf of the Purchaser, such underwriter or such controlling persons expressly for use in the preparation thereof. (ii) Each participating Shareholder connection with such registration; provided, that this indemnity shall indemnify the Company, its directors and officers, any controlling person, and not be deemed to relieve any underwriter from of any of its due diligence obligations; and provided, further, that the indemnity agreement contained in this subsection 7(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liabilityliability or action if such settlement is effected without the consent of the Company, costwhich consent shall not be unreasonably withheld. (b) The Purchaser will indemnify and hold harmless, or expense to which the fullest extent permitted by law, the Company, any controlling underwriter for the Company, and each person, or if any, who controls the Company, from and against any such underwriter becomes subject under and all Damages, and the Securities Act or otherwise, insofar as Purchaser will reimburse the losses, damages, liabilities, costs, or expenses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statementCompany, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light underwriter and each such controlling person of the circumstances Company, promptly upon demand, for any reasonable legal or other expenses incurred by them in which they were madeconnection with investigating, not misleadingpreparing to defend or defending against such loss, claim, Damages, liability, action or proceeding; in each case to the extentextern, but only to the extent, that such untrue statement loss, claim, Damages, liability, action or alleged untrue statement proceeding arise out or omission are based upon actions or alleged omission was so omissions made in reliance upon and in conformity with written information furnished by or on behalf of the Shareholder specifically Purchaser expressly for use in connection with such registration; provided, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; and provided, further, that the preparation thereofindemnity agreement contained in this subsection 7(b) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the failure consent of the Shareholder Purchaser, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Purchaser exceed the net proceeds from the offering received by such Purchaser, except in the case of fraud or willful misconduct by the Purchaser. (c) The foregoing indemnity agreement in Section 7(a) and (b) is subject to comply with the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of an indemnified party hereunder if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act, including the prospectus-delivery requirements thereof. (iiid) Promptly after receipt by an indemnified party under pursuant to the provisions of paragraph (iSections 7(a) or (ii) of this Section 5(g7(b) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, the such indemnified party shallwill, if a claim thereof is to be made against the indemnifying party under pursuant to the provisions of paragraph (isaid 7(a) or (ii7(b), promptly notify the indemnifying party of the commencement thereof; but any delay in so notifying the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party, unless the indemnifying party is actually prejudiced by otherwise than hereunder. In case such delay. If such an action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to the such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and the indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, or if there is a conflict of interest that interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of the such action on its behalfbehalf of such indemnified party or parties. After notice from the indemnifying party to the such indemnified party of its election so to assume the defense thereof, the indemnifying party shall will not be liable to the such indemnified party under pursuant to the provisions of paragraph (isaid Sections 7(a) or (ii7(b) for any legal or other expense subsequently incurred by the such indemnified party in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnified party employs shall have employed counsel in accordance with the proviso provision of the preceding sentence, (ii) the indemnifying party does shall not employ have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the actionaction and within fifteen (15) days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at its expensethe expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (ive) The If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties hereto acknowledge and agree that entitled to indemnification by the provisions of this Section 9 terms thereof shall be superceded by entitled to contribution to liabilities and expenses as more fully set forth in an underwriting agreement to be executed in connection with such registration. In determining the provisions contained in amount of contribution to which the respective parties are entitled, there shall be considered the parties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any underwriting statement or similar agreement described in Section 7(b) aboveomission, and any other equitable considerations appropriate under the circumstances.

Indemnification Relating to Registration. With respect (a) Chyron shall, and hereby does, indemnify, to the extent permitted by law, each Seller (for the purposes of this section, a registration "Registration Indemnified Person")) from and against all losses, claims, damages, liabilities and expenses, joint or several, to which such Registration Indemnified Person may become subject under Section 5 or Section 6 hereof: (i) The Company shall indemnify the participating Shareholders and the underwriter or underwriters (as defined in the Securities Act) for such Shareholders and each person, if any, who controls any such Shareholder or any underwriter within the meaning of the Securities Act, against any lossthe Exchange Act and all rules and regulations under each such Act, damage, liability, cost, or expense to which a Shareholder, underwriter, or controlling person becomes subject under the Securities Act at common law or otherwise, insofar as such losses, claims, damages, liabilities, costs, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are caused by an based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, any prospectus contained therein, Registration Statement as contemplated hereby or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading. The Company shall not be liable, however, to the extent that (ii) any such loss, damage, liability, cost, or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by of a Shareholder, underwriter, or controlling person in writing specifically for use in the preparation thereof. (ii) Each participating Shareholder shall indemnify the Company, its directors and officers, any controlling person, and any underwriter from any loss, damage, liability, cost, or expense to which the Company, any controlling person, or any such underwriter becomes subject under the Securities Act or otherwise, insofar as the losses, damages, liabilities, costs, or expenses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statementany preliminary, any prospectus contained final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented by Chyron), or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading, or (iii) any violation by Chyron of any federal, state or common law rule or regulation applicable to Chyron and relating to action of or inaction by Chyron in connection with any such registration including the failure to deliver any document required herein to be delivered, to a Seller or to the SEC; and in each case to the extentsuch case, but only to the extentChyron shall reimburse each such Registration Indemnified Person for any reasonable legal or 45 other expenses incurred by him, her or it in connection with investigating or defending any such loss, claim, damage, liability, expense, action or proceeding; provided, however, that Chyron shall not be liable to a Registration Indemnified Person insofar as such losses, claims, damages, liabilities, expenses, actions or proceedings are caused by any untrue statement or alleged untrue statement or material omission to provide information pursuant to Section 7.18(b) made in reliance on or in conformity with any information furnished to Chyron by or on behalf of such Registration Indemnified Person to be furnished under the Section 7.18(d) or as a result of the failure of such Registration Indemnified Person to furnish a prospectus to a purchaser. (b) Each Seller participating in a Registration Statement shall furnish to Chyron in writing such information as shall be reasonably requested by Chyron for use in any such Registration Statement or prospectus and shall indemnify, to the extent permitted by law, Chyron, its officers and directors and each Person, if any, who controls Chyron within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities, expenses, actions or proceedings resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission was so of a material fact with respect to information expressly requested by Chyron and required to be stated in the Registration Statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission with respect to information expressly requested by Chyron is made in reliance upon and on or in conformity with written any information so furnished in writing or to be furnished under this Section 7.18(b) by the Shareholder specifically such participating holder of Registrable Securities expressly for use in the preparation thereof, or the failure of the Shareholder to comply with the Securities Act, including the prospectus-delivery requirements thereoftherein. (iiic) Promptly after receipt by an indemnified party A Person entitled to indemnification under the provisions of paragraph this Section 7.18 shall (i) or give prompt notice to the indemnifying person of any claim with respect to which it seeks indemnification, and (ii) unless in the reasonable judgment of this Section 5(g) counsel for such Registration Indemnified Person a conflict of notice interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying person to assume the commencement defense of any action involving such claim, with counsel reasonably satisfactory to the subject matter of the foregoing indemnity provisions, the indemnified party shall, if a claim thereof is to be made against the indemnifying party under the provisions of paragraph (i) or (ii), promptly notify the indemnifying party of the commencement thereof; but any delay in so notifying the indemnifying party will not relieve it from any liability which it may have to any indemnified party, unless the indemnifying party is actually prejudiced by such delayRegistration Indemnified Person. If such an action defense is brought against so assumed, such indemnifying person shall not enter into any indemnified party and it notifies settlement without the indemnifying party consent of the commencement thereof, the indemnifying party shall have the right to participate in, and, Registration Indemnified Person if such settlement attributes liability to the extent that it may wishRegistration Indemnified Person and such indemnifying person shall not be subject to any liability for any settlement made without its consent. In the event an indemnifying person shall not be entitled, or elects not, to assume the defense thereofof a claim, with counsel satisfactory to the indemnified party; provided, however, if the defendants in any action include both the indemnified party and the such indemnifying party and the indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, or if there is a conflict of interest that would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party shall have the right to select separate counsel to participate in the defense of the action on its behalf. After notice from the indemnifying party to the indemnified party of its election so to assume the defense thereof, the indemnifying party person shall not be liable obligated to pay the indemnified party under fees and expenses of more than one law firm for all Registration Indemnified Persons in respect of such claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Registration Indemnified Person and shall survive the provisions transfer of paragraph (i) or (ii) for any legal or other expense subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnified party employs counsel in accordance with the proviso of the preceding sentence, the indemnifying party does not employ counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or the indemnifying party has authorized the employment of counsel for the indemnified party at its expenseRegistration Indemnified Person's Stock Sale Consideration. (ivd) The parties hereto acknowledge If for any reason the foregoing indemnity is unavailable, then the indemnifying person shall contribute to the amount paid or payable by the Registration Indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying person and agree that the Registration Indemnified Person as well as any other relevant equitable considerations. Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute 46 any amount in excess of the amount such Person would have been required to pay to a Registration Indemnified Person if the indemnity under Section 7.18 was available. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) An indemnifying person shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 9 shall be superceded by 7.18 to or for the provisions contained in any underwriting account of a Registration Indemnified Person from time to time promptly upon receipt of bills or similar agreement described in Section 7(b) above.invoices relating thereto or when otherwise due and payable. 8. Conditions to the Closing. 8.1

Indemnification Relating to Registration. With respect In the event of any registered offering of Registrable Securities pursuant to a registration under Section 5 or Section 6 hereofof this Agreement: (ia) The Company shall will indemnify and hold harmless, to the participating Shareholders and fullest extent permitted by law, the Purchaser, any underwriter or underwriters (as defined in for the Securities Act) for such Shareholders Purchaser, and each person, if any, who controls the Purchaser, from and against any and all Damages, and the Company will reimburse the Purchaser, such Shareholder underwriter and each such controlling person of the Purchaser, promptly upon demand, for any reasonable legal or any underwriter within the meaning of the Securities Act, other expenses reasonably incurred by them in connection with investigating or defending against any such loss, damageclaim, Damages, liability, cost, action or expense to which a Shareholder, underwriter, or controlling person becomes subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs, or expenses are caused by an untrue statement or alleged untrue statement of any material fact contained in the registration statement, any prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall not be liableproceeding; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by a Shareholder, underwriter, or controlling person in writing specifically by or on behalf of the Purchaser, such underwriter or such controlling persons expressly for use in the preparation thereof. (ii) Each participating Shareholder connection with such registration; provided, that this indemnity shall indemnify the Company, its directors and officers, any controlling person, and not be deemed to relieve any underwriter from of any of its due diligence obligations; and provided, further, that the indemnity agreement contained in this subsection 7(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liabilityliability or action if such settlement is effected without the consent of the Company, costwhich consent shall not be unreasonably withheld. (b) The Purchaser will indemnify and hold harmless, or expense to which the fullest extent permitted by law, the Company, any controlling underwriter for the Company, and each person, or if any, who controls the Company, from and against any such underwriter becomes subject under and all Damages, and the Securities Act or otherwise, insofar as Purchaser will reimburse the losses, damages, liabilities, costs, or expenses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statementCompany, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light underwriter and each such controlling person of the circumstances Company, promptly upon demand, for any reasonable legal or other expenses incurred by them in which they were madeconnection with investigating, not misleadingpreparing to defend or defending against such loss, claim. Damages, liability, action or proceeding; in each case to the extent, but only to the extent, that such untrue statement loss, claim, Damages, liability, action or alleged untrue statement proceeding arise out or omission are based upon actions or alleged omission was so omissions made in reliance upon and in conformity with written information furnished by or on behalf of the Shareholder specifically Purchaser expressly for use in connection with such registration; provided, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; and provided, further, that the preparation thereofindemnity agreement contained in this subsection 7(b) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the failure consent of the Shareholder Purchaser, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Purchaser exceed the net proceeds from the offering received by such Purchaser, except in the case of fraud or willful misconduct by the Purchaser. (c) The foregoing indemnity agreement in Section 7(a) and (b) is subject to comply with the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of an indemnified party hereunder if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act, including the prospectus-delivery requirements thereof. (iiid) Promptly after receipt by an indemnified party under pursuant to the provisions of paragraph (iSections 7(a) or (ii) of this Section 5(g7(b) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, the such indemnified party shallwill, if a claim thereof is to be made against the indemnifying party under pursuant to the provisions of paragraph (isaid 7(a) or (ii7(b), promptly notify the indemnifying party of the commencement thereof; but any delay in so notifying the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party, unless the indemnifying party is actually prejudiced by otherwise than hereunder. In case such delay. If such an action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to the such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and the indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, or if there is a conflict of interest that interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of the such action on its behalfbehalf of such indemnified party or parties. After notice from the indemnifying party to the such indemnified party of its election so to assume the defense thereof, the indemnifying party shall will not be liable to the such indemnified party under pursuant to the provisions of paragraph (isaid Sections 7(a) or (ii7(b) for any legal or other expense subsequently incurred by the such indemnified party in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnified party employs shall have employed counsel in accordance with the proviso provision of the preceding sentence, (ii) the indemnifying party does shall not employ have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the actionaction and within fifteen (15) days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at its expensethe expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (ive) The If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties hereto acknowledge and agree that entitled to indemnification by the provisions of this Section 9 terms thereof shall be superceded by entitled to contribution to liabilities and expenses as more fully set forth in an underwriting agreement to be executed in connection with such registration. In determining the provisions contained in amount of contribution to which the respective parties are entitled, there shall be considered the parties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any underwriting statement or similar agreement described in Section 7(b) aboveomission, and any other equitable considerations appropriate under the circumstances.

Indemnification Relating to Registration. With respect In the event of any registered offering of Registrable Securities pursuant to a registration under Section 5 or Section 6 hereofof this Agreement: (ia) The Company shall will indemnify and hold harmless, to the participating Shareholders and fullest extent permitted by law, the Purchaser, any underwriter or underwriters (as defined in for the Securities Act) for such Shareholders Purchaser, and each person, if any, who controls the Purchaser, from and against any and all Damages, and the Company will reimburse the Purchaser, such Shareholder underwriter and each such controlling person of the Purchaser, promptly upon demand, for any reasonable legal or any underwriter within the meaning of the Securities Act, other expenses reasonably incurred by them in connection with investigating or defending against any such loss, damageclaim, Damages, liability, cost, action or expense to which a Shareholder, underwriter, or controlling person becomes subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs, or expenses are caused by an untrue statement or alleged untrue statement of any material fact contained in the registration statement, any prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall not be liableproceeding; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by a Shareholder, underwriter, or controlling person in writing specifically by or on behalf of the Purchaser, such underwriter or such controlling persons expressly for use in the preparation thereof. (ii) Each participating Shareholder connection with such registration; provided, that this indemnity shall indemnify the Company, its directors and officers, any controlling person, and not be deemed to relieve any underwriter from of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection 7(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liabilityliability or action if such settlement is effected without the consent of the Company, costwhich consent shall not be unreasonably withheld. (b) The Purchaser will indemnify and hold harmless, or expense to which the fullest extent permitted by law, the Company, any controlling underwriter for the Company, and each person, or if any, who controls the Company, from and against any such underwriter becomes subject under and all Damages, and the Securities Act or otherwise, insofar as Purchaser will reimburse the losses, damages, liabilities, costs, or expenses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statementCompany, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light underwriter and each such controlling person of the circumstances Company, promptly upon demand, for any reasonable legal or other expenses incurred by them in which they were madeconnection with investigating, not misleadingpreparing to defend or defending against such loss, claim, Damages, liability, action or proceeding; in each case to the extent, but only to the extent, that such untrue statement loss, claim, Damages, liability, action or alleged untrue statement proceeding arise out or omission or alleged omission was so are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of the Shareholder specifically Purchaser expressly for use in connection with such registration; provided, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the preparation thereofindemnity agreement contained in this subsection 7(b) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the failure consent of the Shareholder Purchaser, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Purchaser exceed the gross proceeds from the offering received by such purchaser, except in the case of fraud or wilfull misconduct by the Purchaser. (c) The foregoing indemnity agreement in Section 7(a) and (b) is subject to comply with the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of an indemnified party hereunder if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act, including the prospectus-delivery requirements thereof. (iiid) Promptly after receipt by an indemnified party under pursuant to the provisions of paragraph (iSections 7(a) or (ii) of this Section 5(g7(b) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, the such indemnified party shallwill, if a claim thereof is to be made against the indemnifying party under pursuant to the provisions of paragraph (isaid 7(a) or (ii7(b), promptly notify the indemnifying party of the commencement thereof; but any delay in so notifying the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party, unless the indemnifying party is actually prejudiced by otherwise than hereunder. In case such delay. If such an action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to the such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and the indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, or if there is a conflict of interest that interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of the such action on its behalfbehalf of such indemnified party or parties. After notice from the indemnifying party parry to the such indemnified party of its election so to assume the defense thereof, the indemnifying party shall will not be liable to the such indemnified party under pursuant to the provisions of paragraph (isaid Sections 7(a) or (ii7(b) for any legal or other expense subsequently incurred by the such indemnified party in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnified party employs shall have employed counsel in accordance with the proviso provision of the preceding sentence, (ii) the indemnifying party does shall not employ have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the actionaction and within 15 days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at its expensethe expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (ive) The If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties hereto acknowledge and agree that entitled to indemnification by the provisions of this Section 9 terms thereof shall be superceded by entitled to contribution to liabilities and expenses as more fully set forth in an underwriting agreement to be executed in connection with such registration. In determining the provisions contained in amount of contribution to which the respective parties are entitled, there shall be considered the parties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any underwriting statement or similar agreement described in Section 7(b) aboveomission, and any other equitable considerations appropriate under the circumstances.

Indemnification Relating to Registration. With respect to a registration under Section 5 or Section 6 hereof: (i) The Company shall Tel-Com will indemnify and hold harmless the participating Shareholders Sellers, the directors and officers of the underwriter or underwriters (as defined in the Securities Act) for such Shareholders Sellers, if any, and each person, if any, who controls any such Shareholder or any underwriter the Sellers within the meaning of the Securities ActAct or the Exchange Act (each a "Seller Indemnified Party" and collectively, the "Seller Indemnified Parties"), against any losslosses, damageclaims, liabilitydamages, cost, expenses or expense liabilities (joint or several) to which a Shareholder, underwriter, or controlling person becomes any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilitiesexpenses or liabilities (or actions or proceedings, costswhether commenced or threatened, in respect thereof) arise out of or expenses are caused by an based upon any of the following statements, omissions or violations (collectively, a "Violation"): (A) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement, including any preliminary prospectus or final prospectus contained therein, therein or any amendment amendments or supplement supplements thereto, or arise out of or are based upon (B) the omission or alleged omission to state therein a material fact information required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances in under which they were are made, not misleading. The Company shall not be liablemisleading or (C) any violation or alleged violation by Tel-Com of the Securities Act, howeverthe Exchange Act or any state securities or Blue Sky law; and Tel-Com will reimburse each Seller Indemnified Party, to the extent that promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability, costaction or proceeding; provided, however, that the indemnity agreement contained in this section shall not apply to amounts paid in settlement of any such loss, claim, damage, expense, liability, action or expense arises out proceeding if such settlement is effected without the consent of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by a ShareholderTel-Com, underwriter, or controlling person in writing specifically for use in the preparation thereofwhich consent shall not be unreasonably withheld. (ii) Each participating Shareholder shall indemnify the Company, its directors and officers, any controlling person, and any underwriter from any loss, damage, liability, cost, or expense to which the Company, any controlling person, or any such underwriter becomes subject under the Securities Act or otherwise, insofar as the losses, damages, liabilities, costs, or expenses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in conformity with written information furnished by the Shareholder specifically for use in the preparation thereof, or the failure of the Shareholder to comply with the Securities Act, including the prospectus-delivery requirements thereof. (iii) Promptly after receipt by an indemnified party under the provisions of paragraph (i) or (ii) of this Section 5(g) 4 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions(including any governmental action), the such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party Tel-Com under the provisions of paragraph (i) or (ii)this section, promptly notify the indemnifying party deliver to Tel-Com a written notice of the commencement thereof; but any delay in so notifying the indemnifying party will not relieve it from any liability which it may have to any indemnified party, unless the indemnifying party is actually prejudiced by such delay. If such an action is brought against any indemnified party thereof and it notifies the indemnifying party of the commencement thereof, the indemnifying party Tel-Com shall have the right to participate in, in and, to the extent that it may wishso desires, to assume control of the defense thereof, thereof with counsel mutually satisfactory to Tel-Com and the indemnified partyparties; provided, however, if the defendants in any action include both the indemnified party and the indemnifying party and the indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, or if there is a conflict of interest that would prevent counsel for the indemnifying party from also representing the indemnified party, the an indemnified party shall have the right to select separate counsel retain its own counsel, with the fees and expenses to participate be paid by Tel-Com, if, in the defense reasonable opinion of counsel for the indemnified party, representation of such indemnified party by the counsel retained by Tel-Com would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to Tel-Com within a reasonable time of the commencement of any such action on its behalf. After notice from the indemnifying party to the indemnified party shall relieve Tel-Com of its election so to assume the defense thereof, the indemnifying party shall not be liable any liability to the indemnified party under this section only to the provisions extent prejudicial to its ability to defend such action, but the omission so to deliver written notice to Tel-Com shall not relieve it of paragraph (i) or (ii) for any legal or other expense subsequently incurred by the liability that is may have to any indemnified party in connection with the defense thereof other otherwise than reasonable costs of investigation, unless the indemnified party employs counsel in accordance with the proviso under this section. The indemnification required by this section shall be made by periodic payments of the preceding sentence, amount thereof during the indemnifying party does not employ counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice course of the commencement of the actioninvestigation or defense, promptly as such expense, loss, damage or the indemnifying party has authorized the employment of counsel for the indemnified party at its expenseliability is incurred. (iviii) The parties hereto acknowledge and agree To the extent any indemnification by Tel-Com is prohibited or limited by law, or is otherwise unavailable to or insufficient to hold harmless an indemnified party, Tel-Com agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under this section, provided that no person guilty of fraudulent misrepresentation (within the provisions meaning of this Section 9 11(f) of the Securities Act) shall be superceded by the provisions contained in entitled to contribution from any underwriting or similar agreement described in Section 7(b) aboveperson who was not guilty of such fraudulent misrepresentation.

Indemnification Relating to Registration. With respect In the event of any registered offering of Registrable Securities pursuant to a registration under Section 5 or Section 6 hereofof this Agreement: (ia) The Company shall indemnify will indemnity and hold harmless, to the participating Shareholders and fullest extent permitted by law, the Purchaser, any underwriter or underwriters (as defined in for the Securities Act) for such Shareholders Purchaser, and each person, if any, who controls the Purchaser, from and against any and all Damages, and the Company will reimburse the Purchaser, such Shareholder underwriter and each such controlling person of the Purchaser, promptly upon demand, for any reasonable legal or any underwriter within the meaning of the Securities Act, other expenses reasonably incurred by them in connection with investigating or defending against any such loss, damageclaim, Damages, liability, cost, action or expense to which a Shareholder, underwriter, or controlling person becomes subject under the Securities Act or otherwise, insofar as such losses, damages, liabilities, costs, or expenses are caused by an untrue statement or alleged untrue statement of any material fact contained in the registration statement, any prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall not be liableproceeding; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by a Shareholder, underwriter, or controlling person in writing specifically by or on behalf of the Purchaser, such underwriter or such controlling persons expressly for use in the preparation thereof. (ii) Each participating Shareholder connection with such registration; provided, that this indemnity shall indemnify the Company, its directors and officers, any controlling person, and not be deemed to relieve any underwriter from of any of its due diligence obligations; and provided, further, that the indemnity agreement contained in this subsection 7(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liabilityliability or action if such settlement is effected without the consent of the Company, costwhich consent shall not be unreasonably withheld. (b) The Purchaser will indemnify and hold harmless, or expense to which the fullest extent permitted by law, the Company, any controlling underwriter for the Company, and each person, or if any, who controls the Company, from and against any such underwriter becomes subject under and all Damages, and the Securities Act or otherwise, insofar as Purchaser will reimburse the losses, damages, liabilities, costs, or expenses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statementCompany, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light underwriter and each such controlling person of the circumstances Company, promptly upon demand, for any reasonable legal or other expenses incurred by them in which they were madeconnection with investigating, not misleadingpreparing to defend or defending against such loss, claim, Damages, liability, action or proceeding; in each case to the extent, but only to the extent, that such untrue statement loss, claim, Damages, liability, action or alleged untrue statement proceeding arise out or omission are based upon actions or alleged omission was so omissions made in reliance upon and in conformity with written information furnished by or on behalf of the Shareholder specifically Purchaser expressly for use in connection with such registration; provided, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; and provided, further, that the preparation thereofindemnity agreement contained in this subsection 7(b) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the failure consent of the Shareholder Purchaser, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Purchaser exceed the net proceeds from the offering received by such Purchaser, except in the case of fraud or willful misconduct by the Purchaser. (c) The foregoing indemnity agreement in Section 7(a) and (b) is subject to comply with the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of an indemnified party hereunder if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act, including the prospectus-delivery requirements thereof. (iiid) Promptly after receipt by an indemnified party under pursuant to the provisions of paragraph (iSections 7(a) or (ii) of this Section 5(g7(b) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, the such indemnified party shallwill, if a claim thereof is to be made against the indemnifying party under pursuant to the provisions of paragraph (isaid 7(a) or (ii7(b), promptly notify the indemnifying party of the commencement thereof; but any delay in so notifying the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party, unless the indemnifying party is actually prejudiced by otherwise than hereunder. In case such delay. If such an action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, thereof with counsel reasonably satisfactory to the such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and the indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, or if there is a conflict of interest that interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of the such action on its behalfbehalf of such indemnified party or parties. After notice from the indemnifying party to the such indemnified party of its election so to assume the defense thereof, the indemnifying party shall will not be liable to the such indemnified party under pursuant to the provisions of paragraph (isaid Sections 7(a) or (ii7(b) for any legal or other expense subsequently incurred by the such indemnified party in connection with the defense thereof other than reasonable costs of investigationthereof, unless (i) the indemnified party employs shall have employed counsel in accordance with the proviso provision of the preceding sentence, (ii) the indemnifying party does shall not employ have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the actionaction and within fifteen (15) days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at its expensethe expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (ive) The If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties hereto acknowledge and agree that entitled to indemnification by the provisions of this Section 9 terms thereof shall be superceded by entitled to contribution to liabilities and expenses as more fully set forth in an underwriting agreement to be executed in connection with such registration. In determining the provisions contained in amount of contribution to which the respective parties are entitled, there shall be considered the parties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any underwriting statement or similar agreement described in Section 7(b) aboveomission, and any other equitable considerations appropriate under the circumstances.

Indemnification Relating to Registration. With respect to a registration under Section 5 or Section 6 hereof: (i) The Company shall hereby agrees to indemnify each holder of the participating Shareholders Registrable Securities, each partner of such holder, each officer and the underwriter or underwriters (as defined in the Securities Act) for director of such Shareholders holder, and each person, if any, who controls any such Shareholder or any underwriter holder within the meaning of the Securities Actapplicable federal or state securities laws against all claims, against any loss, damage, liability, cost, or expense to which a Shareholder, underwriter, or controlling person becomes subject under the Securities Act or otherwise, insofar as such losses, damages, liabilitiesliabilities and expenses (collectively, costs"Claims") under the applicable federal or state securities laws, or expenses are caused by an common law or otherwise arising out of or relating to (a) any untrue statement or alleged untrue statement of any a material fact contained in the any registration statement, prospectus, offering circular or other document relating thereto (each as amended or supplemented) or any prospectus preliminary prospectus, except insofar as such Claims are caused solely by any untrue statement or omission contained in information furnished in writing to the Company by such holder expressly for use therein, or (b) any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein complete or not misleading, in light or (c) any violation by the Company of the circumstances 1933 Act or any other securities law, or any rule or regulation promulgated thereunder. If the offering pursuant to any registration statement provided for under this Article IX is made through underwriters, the Company agrees to indemnify such underwriters and each person who controls such underwriters within the meaning of the applicable federal or state securities laws to the same extent as hereinabove provided with respect to the indemnification of the holders of the Registrable Securities. In connection with any registration statement in which they were madea holder of the Registrable Securities is participating, not misleading. The Company shall not be liable, however, and as a condition to the extent that obligation of the Company to cause any Registrable Securities of such lossholder to be included in a registration statement pursuant to this Article IX, damage, liability, cost, or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by a Shareholder, underwriter, or controlling person such holder will furnish to the Company in writing specifically such information as shall reasonably be requested by the Company for use in the preparation thereof. (ii) Each participating Shareholder shall any such registration statement or prospectus and will indemnify the Company, its directors and officers, any controlling each person, if any, who controls the Company within the meaning of the applicable federal and state securities laws, the underwriters engaged in any underwriter offering covered by this Article IX and each person who controls such underwriters within the meaning of the applicable federal and state securities laws, against any Claims resulting from any loss, damage, liability, cost, untrue statement or expense to which the Company, any controlling person, alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus and necessary to make the statements therein complete or not misleading, but only to the extent that such underwriter becomes subject under untrue statement or omission is contained in information so furnished in writing by such holder expressly for use therein. If the Securities Act indemnification provided for above from an indemnifying party is unavailable to an indemnified party in respect of any Claims, then the indemnifying party shall contribute to the amount paid or otherwisepayable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative faults of the indemnifying party and the indemnified party in connection with the actions or failure to act which resulted in such Claims, insofar as plus any other relevant equitable considerations. The relative faults of the lossesindemnifying party and the indemnified party shall be determined by reference to, damagesamong other things, liabilitieswhether any action or failure to act, costs, or expenses are caused by including any untrue or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in conformity with written to state a material fact, has been made, or relates to information furnished by the Shareholder specifically for use in the preparation thereof, or the failure of the Shareholder to comply with the Securities Act, including the prospectus-delivery requirements thereof. (iii) Promptly after receipt by an indemnified party under the provisions of paragraph (i) or (ii) of this Section 5(g) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, the indemnified party shall, if a claim thereof is to be made against the indemnifying party under the provisions of paragraph (i) or (ii), promptly notify the indemnifying party of the commencement thereof; but any delay in so notifying the indemnifying party will not relieve it from any liability which it may have to any indemnified party, unless the indemnifying party is actually prejudiced by such delay. If such an action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereofby, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, to assume the defense thereof, with counsel satisfactory to the indemnified party; provided, however, if the defendants in any action include both the indemnified party and the indemnifying party and the indemnified party reasonably concludes that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party, or if there is a conflict of interest that would prevent counsel for the indemnifying party from also representing the indemnified party, and the indemnified parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party shall have the right to select separate counsel to participate in the defense as a result of the action on its behalf. After notice from the indemnifying party Claims shall be deemed to the indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party under the provisions of paragraph (i) or (ii) for include any legal or other expense subsequently fees or expenses reasonably incurred by the indemnified such party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnified party employs counsel in accordance with the proviso of the preceding sentence, the indemnifying party does not employ counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, any investigation or the indemnifying party has authorized the employment of counsel for the indemnified party at its expense. (iv) proceeding. The parties hereto acknowledge and agree that it would not be just and equitable if contributions pursuant to this paragraph were determined by pro rata allocation or by any other method of allocation which does not take into account the provisions of equitable considerations referred to in this Section 9 shall be superceded by the provisions contained in any underwriting or similar agreement described in Section 7(b) aboveparagraph.