Common use of Representations and Warranties Indemnification Clause in Contracts

Representations and Warranties Indemnification. Consultant hereby represents and warrants that (a) the Company Work Product will be an original work of Consultant and any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s property) during the term of this Agreement; (g) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Consultant (a “Claim”) set forth herein, provided that Company gives Consultant written notice of any such Claim and Consultant has the right to participate in the defense of any such Claim at its expense. From the date of written notice from Company to Consultant of any such Claim, Company shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereunder.

Representations and Warranties Indemnification. Consultant hereby represents You represent and warrants that (a) warrant to Songflowr that: i. You have the Company Work Product will be an original work legal capacity, right and authority to enter into this Agreement; ii. You own fully or are otherwise fully vested of Consultant the necessary copyrights and any third parties will have executed assignment other rights in order to provide a grant of rights, licenses and permissions herein to Songflowr, selected Digital Stores, and our and their respective permitted successors and assigns shall not violate or infringe any applicable law, rule or regulation or the rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither ; iii. You have secured all third-party grants of rights, consents, licenses and permissions necessary, including without limitation mechanical licenses from copyright owners or proprietors, to grant all rights and licenses and otherwise fully perform all obligations hereunder, and shall make all payments and otherwise comply with all of your obligations under this Agreement; iv. Your Recordings and Materials do not and will not, and the Company Work Product nor authorized use thereof by Songflowr, Digital Stores and their Customers shall not, infringe any element thereof will be subject to any restrictions copyright, trademark or to any mortgagesother intellectual property or other rights, liensincluding but not limited to, pledgesrights of publicity, security interestsprivacy or moral rights, encumbrances or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant , or violate any applicable treaty, statute, law, order, rule or regulation; v. the files containing the Recordings and Materials that you upload or otherwise provide to us do not and will take not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions; vi. all data, metadata, and information provided by you under or in connection with this Agreement is and will be true, accurate and complete, and you agree to update the same promptly as necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s property) during the term Term; vii. You will make, and Songflowr will not be responsible for, any payments other than those specified in paragraph 10 above in connection with the Recordings and Materials; viii. You will use the Site and Service only in accordance with this Agreement and not for any fraudulent, infringing or inappropriate purposes; ix. any sale, assignment, transfer, mortgage or other grant of rights in or to your interest in any of the Recordings or Materials shall be subject to our rights hereunder and the terms and conditions hereof; x. there are not any actual or threatened claims, litigation, administrative proceedings regarding any Recordings or Materials that would prevent full exploitation of all rights and licenses granted hereunder; xi. there is not any existing agreement, and you will not enter into any agreement or perform any act, which materially interferes or is inconsistent with the rights granted to us hereunder; xii. You covenant and agree not make any claim or bring any legal action related to this Agreement, against any Digital Store or UGC Service so long as such entities are not in violation of the rights you have granted to Songflowr hereunder; (g) Consultant agrees to abide by any and xiii. you have read and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to understand this Agreement and have had the opportunity to consult with independent legal counsel in connection with them. You shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Companyharmless, its and upon our request, defend, Songflowr and our affiliates, sublicensees (including your selected Digital Stores and their Customers), successors and assigns, and the respective directors, officers, directorsshareholders, members, managers, employees, sublicenseesagents and representatives of the foregoing, customers from and agents from against any and all claims, suits, proceedings, disputes, controversies, losses, liabilities, damages, costs and expenses and costs (including reasonable attorneys’ ' fees and court costs) which result from resulting from: i. a breach or alleged breach of any representation of your warranties, representations, covenants or warranty obligations under this Agreement; ii. any claim that the Recordings, Materials, data or information provided or authorized by You or on your behalf hereunder or the use thereof by Songflowr, a Digital Store, or an ID Service (if applicable) violates or infringes the rights of Consultant (a “Claim”) set forth hereinanother party; iii. any other act or omission by you or any of your licensors, provided that Company gives Consultant written notice agents or representatives. You will promptly reimburse Songflowr and any other indemnified parties on demand for any amounts subject to indemnification. We shall notify you of any such Claim claim and Consultant has shall control the right to defense thereof, though you may participate in the such defense of any such Claim at its your own expense. From the date of You may not settle any claim for which we may be liable without our prior written notice from Company consent, which we will not withhold unreasonably. If any facts, claims, proceedings or other circumstances arise that would be subject to Consultant of indemnification, then Songflowr, in addition to any such Claimother right or remedy, Company shall have the right to withhold from any payments otherwise due Consultant under this Agreement to you an amount reasonably related thereto until the amount claim, proceeding or circumstance has been finally resolved, settled or fully adjudicated and the judgment satisfied, or that the statute of any defense costslimitations on such claim has run, plus additional or when you have provided reasonable amounts as and adequate security for Consultant’s obligations hereunderthe claim. Songflowr reserves the right to charge you (or deduct from monies payable to you) for any legal fees incurred by Songflowr as a result of your violation of this Agreement.

Representations and Warranties Indemnification. Consultant hereby 6.1 Each Party represents and warrants to the other Party that (a) it is a corporation, duly organized, validly existing and in good standing under the Company Work Product laws of its jurisdiction of incorporation, and has the corporate power and authority to execute and deliver this Agreement, to consummate the transactions hereby contemplated, and to take all other actions required to be taken by it pursuant to the provisions hereof, and is not subject to, or a party to, any contract, agreement, instrument, order, judgment or decree, or any other restriction of any kind or character, which would prevent its entry into or performance under this Agreement, and no consent of or other action by or notice to any third party is required in connection with the Party's entering into and performing under this Agreement, and that this Agreement and the transactions described in this Agreement have been duly authorized by all necessary corporate action. 6.2 LCSG represents that the issuance and delivery of the Options and execution and delivery of the Registration Rights Agreement have been duly authorized by all necessary corporate action, that it has reserved for issuance a sufficient number of shares of LCSG Common Stock issuable upon exercise of the Options, that all of such shares have been duly authorized, and when the Options are exercised and the exercise price has been paid, will be an original work of Consultant fully paid and any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither the Company Work Product nor any element thereof non-assessable. 6.3 The Parties will be subject jointly and severally responsible for any liabilities of or claims against either of them arising from the conduct of the Marketing Program, provided the Party whose activities give rise to the claim conducted such activities in accordance with the approved Sales Programs and Marketing Materials. 6.4 Each Party will indemnify the other Party and hold the other Party harmless from any restrictions liability, cost or to any mortgages, liens, pledges, security interests, encumbrances expense arising solely from a breach of its representations and warranties in Paragraphs 6.1 or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s property) during the term of this Agreement; (g) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant a breach by the Company; (h) Party of its obligations under paragraph 6.2. 6.5 A party entitled to the extent required by law, the services to be performed pursuant to indemnification under this Agreement shall be performed by individuals duly licensed referred to hereafter as an "Indemnified Party" and authorized by law a party obligated to perform provide indemnification shall be referred to hereafter as an "Indemnifying Party". If at any time an Indemnified Party shall claim indemnification from an Indemnifying Party for any Loss or, in the reasonable judgment of the Indemnified Party, for what, in the future, may result in a Loss ("Anticipated Loss") due to the filing, at or before the time of such services. Consultant will indemnify and hold harmless Companyclaim, its officersof an action, directorsclaim or suit with an arbitrator, employeesmediator, sublicenseescourt or other governmental entity as to which the Indemnified Party is entitled to indemnification under this Agreement ("Claim"), customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Consultant (a “Claim”) set forth herein, provided that Company gives Consultant then the Indemnified Party shall promptly send written notice of any the same (a "Notice of Claim") to the Indemnifying Party describing such Claim in reasonable detail. A Notice of Claim shall specify the basis for such Claim supported by relevant information and Consultant documentation. 6.5.1 If the Indemnifying Party shall allege that the Indemnified Party is not entitled to indemnification with respect to such Claim, it shall give written notice of such objection (a "Notice of Objection") to the Indemnified Party within 15 business days after receipt by the Indemnifying Party of the Notice of Claim, specifying the basis of the objections. If the Indemnifying Party does not give a Notice of Objection within such 15 business days, or shall have agreed to pay such Claim in whole or in part within such 15 business-day period, the Indemnifying Party shall thereupon be liable for the payment of all Losses relating to such Claim, except as otherwise provided in Section 6.4.2 herein. 6.5.2 In the event that the Indemnified Party shall have timely given a Notice of Objection in whole or in part to any Notice of Claim, during the 20-day period following that date, the Indemnified Party and the Indemnifying Party shall privately attempt to resolve the Claim. If the Indemnified Party and the Indemnifying Party shall have failed to resolve or compromise or agree to postpone resolution of the Claim within such 20-day period, then the Claim shall be settled by arbitration in New York, New York (the place in which the arbitration is to be held shall be referred to as the "Arbitration Venue"), as determined by the three arbitrators referred to in Paragraph 6.4.3 below, in accordance with the rules of the American Arbitration Association and the procedures set forth below. 6.5.3 Each of (A) the Indemnified Party and (B) the Indemnifying Party shall appoint one arbitrator, and the two arbitrators so appointed shall then together appoint a third arbitrator ("neutral arbitrator") from a list of persons supplied by the American Arbitration Association in the Arbitration Venue. If one party shall fail to appoint the arbitrator to be appointed by it within 15 days after the end of the 20-day period provided for in Section 6.4.2 above, the arbitrator appointed by the other party shall select from a list of persons supplied by the American Arbitration Association a person who shall serve as the single neutral arbitrator for purposes of the arbitration. If each party shall have appointed one arbitrator, but such designees cannot agree on the person to act as the neutral arbitrator within a period of 15 days after the appointment of the second arbitrator, then either party may apply to the American Arbitration Association in the Arbitration Venue, which shall appoint a neutral arbitrator. The arbitrators shall conduct the arbitration with all reasonable dispatch in accordance with the rules of the American Arbitration Association, provided, however, that the parties to such arbitration shall take such action and execute such instruments as shall be necessary to cause the rules of civil procedure of the state in which the Arbitration Venue is located pertaining to pre-trial discovery to be applicable in respect of such proceeding. The arbitrators shall render a written award (the "Award") which shall be delivered to the Indemnified Party and the Indemnifying Party. An Award hereunder may be used as a basis for the entry of judgment in any jurisdiction. In the event the parties have submitted a Claim for an Anticipated Loss to arbitration under this Section 6 then the arbitrators may, in their sole discretion, postpone resolution of the Claim until the time which they have determined, in their sole discretion, to be the time when such Anticipated Loss shall have occurred or passed. 6.5.4 Prior to making the Award, the arbitrators shall direct the Indemnified Party and the Indemnifying Party to submit statements describing any element of Loss or Anticipated Loss as to which a Claim is made that is attributable to attorneys' fees, disbursements, and any similar costs incident to such Loss or Anticipated Loss, supported by affidavits showing that such costs actually have been or are likely to be incurred, and all such attorneys' fees, disbursements and other costs shall be apportioned as determined by the arbitrators. All fees of the arbitrator and administrative expenses of the American Arbitration Association shall be treated as costs for purposes of this Section 6. As a part of each Award made pursuant to this Agreement, the arbitrators shall allow interest thereon (other than on the portion of the Award representing attorneys' fees, disbursements and costs) from the date of the Loss or the date the Anticipated Loss becomes a Loss to the date of payment at the rate of 10% per annum. 6.5.5 The Award shall be a conclusive determination of the matter and shall be binding upon the Indemnified Party and the Indemnifying Party, and shall not be contested by either of them. The Indemnifying Party shall satisfy its obligations to pay an Award in cash. 6.5.6 If the subject of a Claim involves a third-party claim which has not yet been determined, the right arbitrators may in their discretion make a separate determination solely as to participate whether the third-party claim is one for which indemnification may be had or may defer a determination as to whether indemnification may be had pending the further development of information as to the nature of the third-party claim. If the arbitrators determine that the third-party claim is not subject to indemnification, they shall set forth the basis of his decision in detail, which decision shall be deemed to be an "Award" hereunder. 6.5.7 If the Indemnified Party requests that the Indemnifying Party defend it against a Claim involving an Anticipated Loss, then the Indemnifying Party may, at its option, assume the defense of any the Indemnified Party against such Claim at its expense(including the employment of counsel, who shall be counsel satisfactory to the Indemnified Party,) and the payment of expenses. From If the date Indemnified Party does not request the Indemnifying Party to defend it against such Claim or the Indemnifying Party fails to assume the defense of written notice from Company such Claim within a reasonable time after having been requested by the Indemnified Party to Consultant of any such Claimassume the defense, Company then the Indemnified Party shall have the right to withhold defend himself in any such action and, if appropriate under Section 4(a) above, be indemnified for his costs and fees of defense by the Indemnifying Party. The Indemnified Party, at its own cost, may employ separate counsel to assert, based on an opinion of counsel to the Indemnified Party, one or more legal defenses available to it which are different from or additional to those available to such Indemnifying Party; the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party in respect of such different or additional defenses. The Indemnifying Party shall not be liable to indemnify the Indemnified Party for any payments due Consultant under this Agreement the amount settlement of any defense costssuch action or claim effected without the consent of the Indemnifying Party, plus additional reasonable amounts as security but if settled with the written consent of the Indemnifying Party, or if there be a final judgment for Consultant’s obligations hereunderthe plaintiff in any such action, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any Loss by reason of such settlement or judgment and the Indemnifying Party shall thereupon be liable for the payment of such Loss. 6.6 The provisions of this Section 6 shall survive the termination of this Agreement.

Representations and Warranties Indemnification. Consultant hereby 6.1 Each Party represents and warrants to the other Party that (a) it is a corporation, duly organized, validly existing and in good standing under the Company Work Product laws of its jurisdiction of incorporation, and has the corporate power and authority to execute and deliver this Agreement, to consummate the transactions hereby contemplated, and to take all other actions required to be taken by it pursuant to the provisions hereof, and is not subject to, or a party to, any contract, agreement, instrument, order, judgment or decree, or any other restriction of any kind or character, which would prevent its entry into or performance under this Agreement, and no consent of or other action by or notice to any third party is required in connection with the Party's entering into and performing under this Agreement, and that this Agreement and the transactions described in this Agreement have been duly authorized by all necessary corporate action. 6.2 LCSG represents that the issuance and delivery of the Options and execution and delivery of the Registration Rights Agreement have been duly authorized by all necessary corporate action, that it has reserved for issuance a sufficient number of shares of LCSG Common Stock issuable upon exercise of the Options, that all of such shares have been duly authorized, and when the Options are exercised and the exercise price has been paid, will be an original work of Consultant fully paid and any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither the Company Work Product nor any element thereof non-assessable. 6.3 The Parties will be subject jointly and severally responsible for any liabilities of or claims against either of them arising from the conduct of the Marketing Program, provided the Party whose activities give rise to the claim conducted such activities in accordance with the approved Sales Programs and Marketing Materials. 6.4 Each Party will indemnify the other Party and hold the other Party harmless from any restrictions liability, cost or to any mortgages, liens, pledges, security interests, encumbrances expense arising solely from a breach of its representations and warranties in Paragraphs 6.1 or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s property) during the term of this Agreement; (g) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant a breach by the Company; (h) Party of its obligations under paragraph 6.2. 6.5 A party entitled to the extent required by law, the services to be performed pursuant to indemnification under this Agreement shall be performed by individuals duly licensed referred to hereafter as an "Indemnified Party" and authorized by law a party obligated to perform provide indemnification shall be referred to hereafter as an "Indemnifying Party". If at any time an Indemnified Party shall claim indemnification from an Indemnifying Party for any Loss or, in the reasonable judgment of the Indemnified Party, for what, in the future, may result in a Loss ("Anticipated Loss") due to the filing, at or before the time of such services. Consultant will indemnify and hold harmless Companyclaim, its officersof an action, directorsclaim or suit with an arbitrator, employeesmediator, sublicenseescourt or other governmental entity as to which the Indemnified Party is entitled to indemnification under this Agreement ("Claim"), customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Consultant (a “Claim”) set forth herein, provided that Company gives Consultant then the Indemnified Party shall promptly send written notice of any the same (a "Notice of Claim") to the Indemnifying Party describing such Claim and Consultant has in reasonable detail. A Notice of Claim shall specify the right to participate in the defense of any basis for such Claim at its expense. From supported by relevant information and documentation. 6.5.1 If the date of written notice from Company Indemnifying Party shall allege that the Indemnified Party is not entitled to Consultant of any indemnification with respect to such Claim, Company it shall give written notice of such objection (a "Notice of Objection") to the Indemnified Party within 15 business days after receipt by the Indemnifying Party of the Notice of Claim, specifying the basis of the objections. If the Indemnifying Party does not give a Notice of Objection within such 15 business days, or shall have agreed to pay such Claim in whole or in part within such 15 business-day period, the right Indemnifying Party shall thereupon be liable for the payment of all Losses relating to withhold such Claim, except as otherwise provided in Section 6.4.2 herein. 6.5.2 In the event that the Indemnified Party shall have timely given a Notice of Objection in whole or in part to any Notice of Claim, during the 20-day period following that date, the Indemnified Party and the Indemnifying Party shall privately attempt to resolve the Claim. If the Indemnified Party and the Indemnifying Party shall have failed to resolve or compromise or agree to postpone resolution of the Claim within such 20-day period, then the Claim shall be settled by arbitration in New York, New York (the place in which the arbitration is to be held shall be referred to as the "Arbitration Venue"), as determined by the three arbitrators referred to in Paragraph 6.4.3 below, in accordance with the rules of the American Arbitration Association and the procedures set forth below. 6.5.3 Each of (A) the Indemnified Party and (B) the Indemnifying Party shall appoint one arbitrator, and the two arbitrators so appointed shall then together appoint a third arbitrator ("neutral arbitrator") from a list of persons supplied by the American Arbitration Association in the Arbitration Venue. If one party shall fail to appoint the arbitrator to be appointed by it within 15 days after the end of the 20-day period provided for in Section 6.4.2 above, the arbitrator appointed by the other party shall select from a list of persons supplied by the American Arbitration Association a person who shall serve as the single neutral arbitrator for purposes of the arbitration. If each party shall have appointed one arbitrator, but such designees cannot agree on the person to act as the neutral arbitrator within a period of 15 days after the appointment of the second arbitrator, then either party may apply to the American Arbitration Association in the Arbitration Venue, which shall appoint a neutral arbitrator. The arbitrators shall conduct the arbitration with all reasonable dispatch in accordance with the rules of the American Arbitration Association, provided, however, that the parties to such arbitration shall take such action and execute such instruments as shall be necessary to cause the rules of civil procedure of the state in which the Arbitration Venue is located pertaining to pre-trial discovery to be applicable in respect of such proceeding. The arbitrators shall render a written award (the "Award") which shall be delivered to the Indemnified Party and the Indemnifying Party. An Award hereunder may be used as a basis for the entry of judgment in any payments due Consultant jurisdiction. In the event the parties have submitted a Claim for an Anticipated Loss to arbitration under this Agreement Section 6 then the amount arbitrators may, in their sole discretion, postpone resolution of the Claim until the time which they have determined, in their sole discretion, to be the time when such Anticipated Loss shall have occurred or passed. 6.5.4 Prior to making the Award, the arbitrators shall direct the Indemnified Party and the Indemnifying Party to submit statements describing any defense costselement of Loss or Anticipated Loss as to which a Claim is made that is attributable to attorneys' fees, plus additional reasonable amounts disbursements, and any similar costs incident to such Loss or Anticipated Loss, supported by affidavits showing that such costs actually have been or are likely to be incurred, and all such attorneys' fees, disbursements and other costs shall be apportioned as security for Consultant’s obligations hereunder.determined by the

Representations and Warranties Indemnification. Consultant hereby represents and warrants that (a) the Company Work Product will be an original work of Consultant and any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s property) during the term of this Agreement; (g) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, members, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Consultant (a “Claim”) set forth herein, provided that Company gives Consultant written notice of any such Claim and Consultant has the right to participate in the defense of any such Claim at its expense. From the date of written notice from Company to Consultant of any such Claim, Company shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereunder.

Representations and Warranties Indemnification. Consultant hereby represents and warrants that (a) the Company Work Product will be an original work of Consultant and any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third party; (c) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Page: 3 Agreed and Accepted by: JA CB Company’s property) during the term of this Agreement; (g) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach of any representation or warranty of Consultant (a “Claim”) set forth herein, provided that Company gives Consultant written notice of any such Claim and Consultant has the right to participate in the defense of any such Claim at its expense. From the date of written notice from Company to Consultant of any such Claim, Company shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereunder. Company hereby represents and warrants that all information provided to Consultant during the term of the Agreement shall not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading, and agrees to hold harmless and indemnify Consultant for claims against Consultant as a result of any breach of such representation. However, the Company will not be liable in any such case for losses, claims, damages, liabilities or expenses that arise from the gross negligence or willful misconduct of Consultant.

Representations and Warranties Indemnification. Consultant hereby 12.1 Each party represents and warrants that to the other that: (ai) the Company Work Product will be an original work of Consultant this Agreement has been duty authorized, executed and any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights of any third delivered by such party; (cii) neither such party has the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right power and power authority to enter into and perform this Agreement without and to perform its obligations hereunder; (iii) this Agreement constitutes a valid and binding obligation of such party, enforceable in accordance with its terms; and (iv) the consent execution and performance of this Agreement by such party does and will not violate any agreement or obligation between such party and any other person or entity. 12.2 Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims (and liabilities, judgments, penalties, losses, costs, damages and expenses resulting therefrom, including reasonable attorneys’ fees, but excluding lost profits) made by third parties against Licensor arising out of or in connection with any action taken under or in violation of this Agreement by Licensee, its Affiliates, manufacturers, distributors or the employees or agents of any third party; (f) Consultant will take all necessary precautions of the foregoing, including without limitation the manufacture, distribution, advertising, sale or use of the Merchandise, but excluding any claims to prevent injury to any persons (including employees the extent based on or arising out of Company) the use of the Marks by Licensee or damage to property (including Company’s property) during its Affiliates in accordance with the term terms of this Agreement; (g) Consultant . 12.3 Licensor agrees to abide by indemnify and hold Licensee and its Affiliates harmless from and against any and all rulesclaims (and liabilities, policies judgments, penalties, losses, costs, damages and procedures as communicated to Consultant expenses resulting therefrom, including reasonable attorneys’ fees, but excluding lost profits) made by third parties against Licensee or its Affiliates asserting rights in the Company; (h) Marks and to the extent required based upon or arising out of the use of the Marks by lawLicensee or its Affiliates in accordance with the terms of this Agreement. 12.4 With respect to any claims falling within the scope of the foregoing indemnification, (i) each party shall promptly notify the services other of and keep the other fully advised with respect to be performed pursuant to this Agreement shall be performed by individuals duly licensed such claims and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) which result from a breach or alleged breach the progress of any representation or warranty of Consultant suits in which the party is not participating, (a “Claim”ii) set forth herein, provided that Company gives Consultant written notice of any such Claim and Consultant has each party shall have the right to participate assume, at its sole expense, the defense of a claim or suit made or filed against the other party for which such party is required to indemnify the other party, (iii) each party shall have the right to participate, at its sole expense, in the defense of any suit instituted against it and to approve any attorneys selected by the other party to defend it, which approval shall not be unreasonably withheld or delayed and (iv) a party assuming the defense of a claim or suit against the other party shall not settle such Claim at its expense. From claim or suit without the date prior written approval of written notice from Company to Consultant of any such Claimthe other party, Company which approval shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereundernot be unreasonably withheld or delayed.

Representations and Warranties Indemnification. (a) Consultant hereby represents and warrants that that: (ai) the Company Work Product will be an original work of Consultant he possesses full power and any third parties will have executed assignment of rights reasonably acceptable authority to Companyenter into this Agreement, and to carry out his obligations hereunder; (bii) neither the Company Work Product nor he shall not improperly use or disclose to Glu any element thereof will infringe the Intellectual Property Rights proprietary information or trade secrets of any third party; (ciii) neither he shall not bring onto the Company Work Product nor premises of Glu any element thereof will be subject proprietary information of any third party, including, but not limited to, any unpublished document or such confidential information, unless expressly consented to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachmentsin writing by such third party; (div) Consultant the performance of the terms of this Agreement and the performance of Consultant’s duties hereunder will not grantbreach any separate agreement by which Consultant is bound, directly or indirectly, violate or infringe any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s propertyv) during the term of this Agreement; , while Consultant may enter into separate agreements with third parties, he shall not enter into any agreement that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with any of the provisions hereof and (gvi) he has the qualifications and ability to perform the Services in a diligent and professional manner, without the advice, control or supervision of Glu. (b) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless CompanyGlu, its subsidiaries and affiliates, and each of their officers, directors, employees, sublicensees, customers employees and agents (each, an “Indemnified Party”) from and against any and all claims, actions, suits, demands, obligations, and proceedings of any kind threatened, asserted, or filed against any Indemnified Party by any third party (any or all of the foregoing, “Claims”), and any and all losses, liabilities, damages, costs and expenses (including reasonable fees for attorneys and other professionals and costs of suit) incurred in connection with such Claims by any Indemnified Party arising out of or in connection with (including attorneys’ fees and court costsi) which result from a any breach or alleged breach of any representation or warranty of Consultant (a “Claim”) the confidentiality obligations set forth hereinin Section 2 hereof, provided that Company gives Consultant written notice (ii) any breach or alleged breach of any such Claim of the representations and/or warranties set forth in Section 4(a) hereof or (iii) the gross negligence, willful misconduct, acts, errors and Consultant has the right to participate in the defense omissions of any such Claim at its expense. From the date of written notice from Company to Consultant of any such Claim, Company shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereunder.

Representations and Warranties Indemnification. (a) Consultant hereby represents and warrants to VS as follows: (i) Consultant is authorized to enter into this Agreement and perform as contemplated herein; (ii) in performing hereunder, Consultant will comply materially with U.S. and applicable international laws, rules, and regulations, and, if advised by VS of Consultant’s failure to comply materially with applicable U.S. and International laws, such that VS has a good faith reason to believe that VS, its business, or the continuation of this Agreement will be impaired, Consultant will take reasonable steps (ataking into account Consultant’s available resources) to comply materially with such law; (iii) the Company Work Product Services will be an original work performed in a diligent and professional manner, using reasonable care; (iv) to the best of Consultant and Consultant’s knowledge, the Services will not violate any third parties will have executed assignment of rights reasonably acceptable to Company; (b) neither the Company Work Product nor any element thereof will infringe the Intellectual Property Rights trademark, trade secret, copyright, patent or other intellectual property right of any third party; ; (cv) neither Consultant’s performance under this Agreement will not violate any contract, agreement, or other document to which Consultant is subject or violate any rules of independence as it relates to the Company Work Product nor any element thereof will be subject to any restrictions Project or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; the Project Sponsor; (db) Consultant will not grantdefend, directly or indirectly, any rights or interest whatsoever in the Company Work Product to third parties; (e) Consultant has full right and power to enter into and perform this Agreement without the consent of any third party; (f) Consultant will take all necessary precautions to prevent injury to any persons (including employees of Company) or damage to property (including Company’s property) during the term of this Agreement; (g) Consultant agrees to abide by any and all rules, policies and procedures as communicated to Consultant by the Company; (h) to the extent required by law, the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers VS from and agents from against any and all claims, lossesactions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses and costs (including reasonable attorneys’ fees and court costs' fees) which result from (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) the grossly negligent or intentional acts or omissions of Consultant, (ii) a breach or alleged material breach of any representation representation, warranty or warranty of covenant made by Consultant hereunder, or (iii) a “Claim”) set forth hereinclaim that any Work, provided that Company gives Consultant written notice Invention, or Tool infringes the patent, trademark, trade secret, copyright, or other intellectual property right of any third party, except to the extent that VS’ use or modification of the foregoing has contributed to any such Claim infringement claim. (c) VS will defend, indemnify and hold harmless Consultant has from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (any or all of the right foregoing hereinafter referred to participate as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) the defense grossly negligent or intentional acts or omissions of VS, (ii) a material breach of any such Claim at its expense. From representation, warranty or covenant made by VS hereunder, or (iii) a claim that any Work, Invention, or Tool infringes the date of written notice from Company to Consultant patent, trademark, trade secret, copyright, or other intellectual property right of any such Claimthird party, Company shall have except to the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for extent that Consultant’s obligations hereunderuse or modification of the foregoing has contributed to any such infringement claim.

Representations and Warranties Indemnification. Consultant The Subscriber hereby represents confirms that the following representations and warrants that warranties to the Company, and all statements and information set forth in Paragraphs 3 and 4 hereof, are true as of the date hereof, and the Subscriber agrees to indemnify, hold harmless and pay all judgments of and claims against the Company from any liability or injury, including but not limited to, those arising under federal or state securities laws, incurred as a result of any misrepresentation or misstatement by Subscriber herein or any warranties not performed by the Subscriber. (a) The Subscriber is the Company Work Product will be an original work sole and true party in interest and is not purchasing the Shares for the benefit of Consultant and any third parties will have executed assignment of rights reasonably acceptable to Company; other person. (b) neither The Subscriber has read and reviewed the Registration Statement on Form S-1 with respect to the initial public offering of securities by the Company Work Product nor any element thereof will infringe (as so amended, the Intellectual Property Rights “Registration Statement”). The Subscriber has also been given the opportunity to review the Company’s organizational documents, each as amended as of any third party; the date of this Subscription Agreement, and other related documents. The Subscriber understands that all books, records and documents of the Company relating to this investment have been and remain available for inspection by the Subscriber upon reasonable advance notice to the Company. The Subscriber confirms that all documents that it has requested have been made available, and that the Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested. In making the decision to purchase the Shares, the Subscriber has relied exclusively upon information provided in writing by the Company, or found in the books, records or documents of the Company, and the Subscriber has had the opportunity to ask questions of and receive answers from persons authorized and acting on behalf of the Company to verify the accuracy and completeness of such information. (c) neither The Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; merits and risks of this investment. (d) Consultant will not grant, directly or indirectly, any rights or interest whatsoever The Subscriber is aware that an investment in the Company Work Product Shares is highly speculative and subject to third parties; substantial risks. The Subscriber is capable of bearing the high degree of economic risk and burdens of this venture, including but not limited to, the possibility of a complete loss of all contributed capital, the lack of a public market and limited transferability of the Shares, which may make liquidation of this investment impossible for the indefinite future. The financial condition of the Subscriber is such that it is under no present or contemplated future need to dispose of any portion of the Shares to satisfy any existing or contemplated undertaking, need or indebtedness. (e) Consultant has full right The offer to sell the Shares was directly communicated to the Subscriber in such a manner that the Subscriber was able to ask questions of and power to enter into receive answers from the Company or a person acting on its behalf concerning the terms and perform conditions of this Agreement without transaction. At no time was the consent Subscriber presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of any third party; general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act of 1933, as amended (the “Act”), in connection and/or concurrently with such communicated offer. (f) Consultant will take all necessary precautions The Shares are being acquired solely for the Subscriber’s own account for investment, and are not being purchased with a view to prevent injury to any persons (including employees of Company) resale, distribution, subdivision or damage to property (including Company’s property) during the term of this Agreement; fractionalization thereof. (g) Consultant agrees to abide by The Subscriber understands that the Shares have not been registered under the Act, or any state securities laws, in reliance upon exemptions from registration for non-public offerings. The Subscriber understands that the Shares or any interest therein may not and all rulesshall not be resold, policies and procedures as communicated to Consultant pledged, assigned, hypothecated or otherwise disposed of by the Company; Subscriber unless the Shares are subsequently registered under the Act and under appropriate state securities laws or unless the Company receives an opinion of counsel satisfactory to it that an exemption from registration is available. The cost of such opinion of counsel satisfactory to the Company shall be borne by the Subscriber. The Subscriber further understands that the Shares are subject to restrictions, terms and conditions set forth in the insider letter between the Company and the Subscriber (the “Insider Letter”) and that no transfer of such Shares may be made without full compliance with such provisions of the Insider Letter as pertain to the transfer of Shares and that any transfer in violation thereof shall be void ab initio. The Subscriber agrees that the certificate(s) evidencing the Shares being purchased shall be stamped or otherwise imprinted with a conspicuous legend in substantially the following form: “The securities represented by this certificate may not be offered for sale, sold or otherwise transferred, except pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the issuer.” (h) to The undersigned has been informed of and understands the extent required by law, following: (1) Risks. There are substantial risks involved in an investment in the services to be performed pursuant to this Agreement shall be performed by individuals duly licensed and authorized by law to perform such services. Consultant will indemnify and hold harmless Company, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs including (including attorneys’ fees and court costswithout limitation) which result from a breach or alleged breach of any representation or warranty of Consultant (a “Claim”) set forth herein, provided that Company gives Consultant written notice of any such Claim and Consultant has the right to participate those risks disclosed in the defense of any such Claim at its expense. From the date of written notice from Company to Consultant of any such Claim, Company shall have the right to withhold from any payments due Consultant under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Consultant’s obligations hereunder.Registration Statement;