Common use of Survival Indemnification Clause in Contracts

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Companyus, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants agreements in Article II Section 3 hereof and that the Company has we have relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the SecuritiesShares. Subscriber hereby agrees to indemnify, defend and hold harmless the Companyus harmless, its our officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, except as set forth in Section 14 hereof with respect to forum selection, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained herein shall survive (a) the acceptance of this Subscription Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants agreements in Article II Section 2 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the SecuritiesShares. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, affiliates, attorneys, stockholders, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement agreement by the CompanyTrue Leaf, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscribersubscriber, and (c) the death or disability of Subscribersubscriber. Subscriber subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscribersubscriber's qualification and suitability to purchase the Securitiessecurities. Subscriber subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber subscriber herein or the breach of any warranty or covenant herein by Subscribersubscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants agreements in Article II Section 3 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the SecuritiesShares. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, except as set forth in Section 14 hereof with respect to forum selection, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 7 shall survive (ai) the acceptance of this Agreement by the Company, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (ciii) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 5 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the SecuritiesUnits. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 7 shall survive (ai) the acceptance of this Agreement by the Company, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (ciii) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 5 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the SecuritiesShares. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof herein, and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 4.1 shall survive (ai) the acceptance of this the Agreement by the CompanyCompany and the Closing, (bii) changes in the transactions, documents and instruments described herein in the Information which are not material or which are to the benefit of Subscriberthe Investor, and (ciii) the death merger, sale, bankruptcy, insolvency or disability other change in the legal status of Subscriberthe Investor. Subscriber The Investor acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 3 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's the Investor’s qualification and suitability to purchase the SecuritiesCommon Stock. Subscriber The Investor hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth failure of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriberherein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber the Investor shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or the securities laws of any state securities lawsof the United States.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 7 shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of SubscriberClosing. Each Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 5 hereof and that the Company has relied upon such representations, warranties and covenants in determining such Subscriber's ’s qualification and suitability to purchase the SecuritiesShares. Subscriber Each Subscriber, severally and not jointly, hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of such Subscriber herein or the breach of any warranty or covenant herein by such Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by such Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties warranties, and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties warranties, covenants and covenants the indemnification obligations contained in this Agreement and the indemnification contained herein shall survive (ai) the acceptance of this Agreement by the Company, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriberthe Investor, and (ciii) the death or disability of Subscriberthe Investor. Subscriber acknowledges The Investor understands the meaning and legal consequences of the representations, warranties and covenants in Article II Section 2 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's the Investor’s qualification and suitability to purchase the SecuritiesRegistrable Shares. Subscriber The Investor hereby agrees to indemnify, defend and hold harmless the Company, Company and its respective officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber the Investor herein or the breach of any warranty or covenant herein by Subscriberof the Investor made herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber the Investor shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities lawslaws or otherwise.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 8 shall survive (ai) the acceptance of this Agreement by the Company, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (ciii) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 5 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the SecuritiesShares. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.. Xxxx Motors, Inc. Subscription Agreement – page 4 of 7

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 8 shall survive (ai) the acceptance of this Agreement by the Company, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (ciii) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 4 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the SecuritiesShares. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 3.1 shall survive (a) the acceptance execution and delivery of this Agreement by the Company, (b) changes in the transactions, documents parties hereto. Purchaser acknowledges and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges understands the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's Purchaser’s qualification and suitability to purchase the SecuritiesPurchased Shares. Subscriber Purchaser hereby agrees to indemnify, defend and hold harmless the Company, Company and its officers, directors, employees, agents and controlling persons, persons from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber Purchaser herein or the breach of any warranty or covenant herein by SubscriberPurchaser. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber Purchaser shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties warranties, and covenants in Article II hereof and that the Company has relied upon such representations, warranties warranties, and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend defend, and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant covenant, or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 7 shall survive (ai) the acceptance of this Agreement by the Company, Company and (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. The Subscriber acknowledges and understands the meaning and legal consequences of the representations, warranties and covenants in Article II Section 5 hereof and that the Company has and the Placement Agent have relied upon such representations, warranties and covenants in determining the Subscriber's ’s qualification and suitability to purchase the SecuritiesShares. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its the Placement Agent and their respective officers, directors, employees, agents and controlling persons, persons from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of the Subscriber herein or the breach of any warranty or covenant herein by the Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 9 shall survive (ai) the acceptance of this Agreement by the CompanySelling Stockholders, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (ciii) the death or disability of SubscriberSubscriber or the Selling Stockholders. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 5 hereof and that the Selling Stockholders and the Company has have relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the SecuritiesShares. Subscriber hereby Each party to this Agreement agrees to indemnify, defend and hold harmless the Companyother parties, its and their respective officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber the indemnifying party herein or the breach of any warranty or covenant herein by Subscriberthe indemnifying party. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 7 shall survive (ai) the acceptance of this Agreement by the CompanyCompany and the Selling Shareholders, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (ciii) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 5 hereof and that the Company has and the Selling Shareholders have relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the SecuritiesShares. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, and the Selling Shareholders from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties warranties, covenants and covenants the indemnification obligations contained in this Agreement and the indemnification contained herein shall survive (ai) the acceptance of this Agreement by the Company, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriberthe Investor, and (ciii) the death liquidation or disability dissolution of Subscriberthe Investor. Subscriber acknowledges The Investor understands the meaning and legal consequences of the representations, warranties and covenants in Article II Section 2 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's the Investor’s qualification and suitability to purchase the SecuritiesRegistrable Shares. Subscriber The Investor hereby agrees to indemnify, defend and hold harmless the Company, Company and its respective officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber the Investor herein or the breach of any warranty or covenant herein by Subscriberof the Investor made herein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber the Investor shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities lawslaws or otherwise.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 9 shall survive (ai) the acceptance execution of this Agreement by the Company, (bii) changes in the transactions, documents and instruments described herein which that are not material or which that are to the benefit of Subscriber, and (ciii) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 6 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the SecuritiesShares. Subscriber hereby Each party to this Agreement agrees to indemnify, defend and hold harmless the Companyother parties, its and their respective officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber the indemnifying party herein or the breach of any warranty or covenant herein by Subscriberthe indemnifying party. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification obligations contained herein in this Section 8 shall survive (ai) the acceptance of this Agreement by the Company, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of the Subscriber, and (ciii) the death or disability of the Subscriber. The Subscriber acknowledges understands the meaning and legal consequences of the representations, warranties and covenants contained in Article II hereof this Agreement and that the Company has and the Placement Agent have relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the SecuritiesShares. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its the Placement Agent and their respective officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursementsdisburse­ments), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of the Subscriber herein or the breach of any warranty or covenant herein by the Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 7 shall survive (ai) the acceptance of this Agreement by the Company, Company and (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. The Subscriber acknowledges and understands the meaning and legal consequences of the representations, warranties and covenants in Article II Section 5 hereof and that the Company has and the Placement Agent have relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the SecuritiesShares. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its the Placement Agent and their respective officers, directors, employees, agents and controlling persons, persons from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of the Subscriber herein or the breach of any warranty or covenant herein by the Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants agreements in Article II Section 2 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the SecuritiesUnits. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the CompanyIssuer, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company Issuer has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the SecuritiesShares. Subscriber hereby agrees to indemnify, defend and hold harmless the CompanyIssuer, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants agreements in Article II Section 3 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the SecuritiesShares. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 8 shall survive (ai) the acceptance of this Agreement by the CompanySeller, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (ciii) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 4 hereof and that the Company Seller has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the SecuritiesUnits. Subscriber hereby agrees to indemnify, defend and hold harmless the CompanySeller, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 4.1 shall survive (ai) the acceptance of this the Subscription Agreement by the Company, the First Closing, the Second Closing, and the Final Closing, (bii) changes in the transactions, documents and instruments described herein in the Information which are not material or which are to the benefit of Subscriberthe Investor, and (ciii) the death merger, sale, bankruptcy, insolvency or disability other change in the legal status of Subscriberthe Investor. Subscriber The Investor acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 3 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's the Investor’s qualification and suitability to purchase the SecuritiesCommon Stock. Subscriber The Investor hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth failure of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriberherein. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber the Investor shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state the securities lawslaws of any State of the United States.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification obligations contained herein in this Section 8 shall survive (ai) the acceptance of this Agreement by the Company, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of the Subscriber, and (ciii) the death or disability of the Subscriber. The Subscriber acknowledges understands the meaning and legal consequences of the representations, warranties and covenants contained in Article II hereof this Agreement and that the Company has and the Placement Agent have relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the Securities. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its the Placement Agent and their respective officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of the Subscriber herein or the breach of any warranty or covenant herein by the Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.. Global Cosmetics, Inc. Subscription Agreement – page 4 of 7

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification obligations contained herein in this Section 8 shall survive (ai) the acceptance of this Agreement by the Company, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of the Subscriber, and (ciii) the death or disability of the Subscriber. The Subscriber acknowledges understands the meaning and legal consequences of the representations, warranties and covenants contained in Article II hereof this Agreement and that the Company has and the Placement Agent have relied upon such representations, warranties and covenants in determining the Subscriber's qualification and suitability to purchase the SecuritiesShares. The Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its the Placement Agent and their respective officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of the Subscriber herein or the breach of any warranty or covenant herein by the Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 12 shall survive (ai) the acceptance of this Agreement by the CompanySeller, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (ciii) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof herein and that the Company Seller has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the SecuritiesUnits. Subscriber hereby agrees to indemnify, defend and hold harmless the CompanySeller, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, as provided in Section 1.2(c), (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II 2 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, independent contractors, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.. Vermundi Inc. Subscription Agreement

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.. Xxxx Motors, Inc. Subscription Agreement – page 4 of 8

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 8 shall survive (ai) the acceptance of this Agreement by the Company, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (ciii) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 5 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the CompanyIssuer, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of the Subscriber, and (c) the death or disability of the Subscriber. The Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company Issuer has relied upon such representations, warranties and covenants in determining the Subscriber's ’s qualification and suitability to purchase the Securities. The Subscriber hereby agrees to indemnify, defend and hold harmless the CompanyIssuer, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber subscriber herein or the breach of any warranty or covenant herein by the Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by the Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 7 shall survive (ai) the acceptance of this Agreement by the CompanySeller, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (ciii) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 4 hereof and that the Company Seller has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the SecuritiesShares. Subscriber hereby agrees to indemnify, defend and hold harmless the CompanySeller, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein in this Section 7 shall survive (ai) the acceptance of this Agreement by the Company, (bii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (ciii) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II Section 5 hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the SecuritiesUnits. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

Survival Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II III hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's ’s qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its subsidiaries, and any of their respective officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' ’ fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.