Common use of Procedures Clause in Contracts

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Procedures. Promptly after receipt by an Indemnified Person indemnified party pursuant to the provisions of Section 7.1 or ---------- Indemnified Party under this section 6 7.2 of notice of the commencement of any action (including any governmental action), involving the subject matter of the foregoing indemnity provisions such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim in respect claim thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice pursuant to the provisions of Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise under this Section except to the extent the defense of the claim is prejudiced. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any other indemnifying party similarly noticednotified, to assume control of the defense thereof thereof, with counsel mutually reasonably satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent both the indemnifying party and the Indemnified Person indemnified party, the indemnified party or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall parties have the right to retain its own select separate counsel with the fees and expenses to be paid by the indemnifying party, if, participate in the reasonable opinion defense of counsel retained by the indemnifying party, the representation by such counsel action on behalf of the Indemnified Person such indemnified party or Indemnified Party and parties; provided that there shall be no more than one such separate counsel. After notice from the indemnifying party would to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be inappropriate due liable to actual such indemnified party pursuant to the provisions of said Section 7.1 or potential differing interests between such Indemnified Person 7.2 for any legal or Indemnified Party and any other party represented expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnified party shall have employed counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for accordance with the Investors, and such legal counsel shall be selected by the Investors holding a majority provisions of the Registrable Securities included in preceding sentence, (ii) the Registration Statement to which the Claim relates. The failure to deliver written notice indemnifying party shall not have employed counsel reasonably satisfactory to the indemnifying indemnified party to represent the indemnified party within a reasonable time after the threat or notice of the commencement of any such the action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that (iii) the indemnifying party is prejudiced has, in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments sole discretion, authorized the employment of counsel for the indemnified party at the expense of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableindemnifying party.

Procedures. Promptly after receipt by an Indemnified Person a party indemnified pursuant to the provisions of Section 7.1 or ---------- Indemnified Party under this section 6 Section 7.2 of notice of the commencement of any action (including any governmental action)involving the subject matter of the foregoing indemnity provisions, such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim in respect claim thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice pursuant to the provisions of Section 7.1 or Section 7.2, notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7 and shall not relieve the indemnifying party from liability under this Section 7, except to the extent that such indemnifying party is materially prejudiced by such omission. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any other indemnifying party similarly noticednotified, to assume control of the defense thereof thereof, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the indemnifying party and to such indemnified party of its election to assume the Indemnified Person defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of Section 7.1 or the Indemnified Party, as the case may be; provided that an Indemnified Person Section 7.2 for any legal or Indemnified Party shall have the right to retain its own counsel other expense subsequently incurred by such indemnified party in connection with the fees and expenses defense thereof. No indemnifying party shall be liable to be paid by an indemnified party for any settlement of any action or claim without the consent of the indemnifying party, if, in . No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the reasonable opinion of counsel retained giving by the indemnifying party, the representation by claimant or plaintiff to such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying indemnified party of any a release from all liability in respect to the Indemnified Person such claim or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payablelitigation.

Procedures. Promptly after receipt by an Indemnified Person a party indemnified pursuant to the provisions of Section 7.1 or ---------- Indemnified Party under this section 6 Section 7.2 of notice of the commencement of any action (including any governmental action)involving the subject matter of the foregoing indemnity provisions, such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim in respect claim thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice pursuant to the provisions of Section 7.1 or Section 7.2, notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7 and shall not relieve the indemnifying party from liability under this Section 7, except to the extent that such indemnifying party is materially prejudiced by such omission. In case such action is brought against any indemnified party and such indemnified party notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any other indemnifying party similarly noticednotified, to assume control of the defense thereof thereof, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the indemnifying party and to such indemnified party of its election to assume the Indemnified Person defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of Section 7.1 or the Indemnified Party, as the case may be; provided that an Indemnified Person Section 7.2 for any legal or Indemnified Party shall have the right to retain its own counsel other expense subsequently incurred by such indemnified party in connection with the fees and expenses defense thereof. No indemnifying party shall be liable to be paid by an indemnified party for any settlement of any action or claim without the consent of the indemnifying party, if, in . No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the reasonable opinion of counsel retained giving by the indemnifying party, the representation by claimant or plaintiff to such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying indemnified party of any a release from all liability in respect to the Indemnified Person such claim or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payablelitigation.

Procedures. Promptly after receipt by an Indemnified Person a party indemnified pursuant to the provisions of Section 9(a) or ---------- Indemnified Party under this section 6 Section 9(b) of notice of the commencement of any action (including any governmental action)involving the subject matter of the foregoing indemnity provisions, such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim in respect claim thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice pursuant to the provisions of Section 9(a) or Section 9(b), notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 9 and shall not relieve the indemnifying party from liability under this Section 9, except to the extent that such indemnifying party is materially prejudiced by such omission. In case such action is brought against any indemnified party and such indemnified party notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any other indemnifying party similarly noticednotified, to assume control of the defense thereof thereof, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the indemnifying party and to such indemnified party of its election to assume the Indemnified Person defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of Section 9(a) or the Indemnified Party, as the case may be; provided that an Indemnified Person Section 9(b) for any legal or Indemnified Party shall have the right to retain its own counsel other expense subsequently incurred by such indemnified party in connection with the fees and expenses defense thereof. No indemnifying party shall be liable to be paid by an indemnified party for any settlement of any action or claim without the consent of the indemnifying party, if, in . No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the reasonable opinion of counsel retained giving by the indemnifying party, the representation by claimant or plaintiff to such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying indemnified party of any a release from all liability in respect to the Indemnified Person such claim or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payablelitigation.

Procedures. Promptly If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 10.1 or Section 10.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any action (including any governmental action)such Third Party Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party a written notice in writing of the commencement thereof, and enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party shall from any liability that it may have the right to participate inany indemnified party under Section 10.1 or Section 10.2 unless, and, and only to the extent that, the indemnifying party so desires, jointly with is actually prejudiced by such omission. In the event that any other indemnifying Third Party Claim is brought against an indemnified party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to and it notifies the indemnifying party of the commencement thereof in accordance with this Section 10.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and the Indemnified Person or the Indemnified Partyexpense, as the case may be; provided that to participate therein. In any such Third Party Claim, an Indemnified Person or Indemnified Party indemnified party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the sole cost and expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party, effect any settlement, compromise or discharge of the investigation any pending or defensethreatened Third Party Claim in respect of which any indemnified party is or would have been a party and indemnity would have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any continuing material obligation or restrictions on such indemnified party.

Procedures. Promptly With respect to the indemnities provided above in this Section 13, an indemnified party shall, with respect to any claim made against such indemnified party for which indemnification is available, notify the indemnifying party in writing of the nature of the claim as soon as practicable but not more than ten days after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of the indemnified party shall have received notice of the commencement of assertion thereof before any action (including any court or governmental action), such Indemnified Person or Indemnified Party shall, if a Claim authority. The failure by an indemnified party to give notice as provided in respect thereof is to be made against any the foregoing sentence shall not relieve the indemnifying party of its obligations under this section 6, deliver Section except to the extent that the failure results in the failure of actual notice to the indemnifying party a written notice of the commencement thereof, and the indemnifying party is damaged as a result of the failure to give notice. Upon receipt of notice by an indemnifying party from an indemnified party of the assertion of any such claim, the indemnifying party shall employ counsel reasonably acceptable to the indemnified party and shall assume the defense of such claim. The indemnified party shall have the right to employ separate counsel and to participate inin (but not control) any such action, and, to but the extent fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the employment of counsel by the indemnified party has been authorized by the indemnifying party, (b) the indemnified party so desires, jointly with any other indemnifying party similarly noticed, to assume control shall have been advised by its counsel in writing that there is a conflict of the defense thereof with counsel mutually satisfactory to interest between the indemnifying party and the Indemnified Person or indemnified party in the Indemnified Party, as conduct of the defense of such action (in which case may be; provided that an Indemnified Person or Indemnified Party the indemnifying party shall not have the right to retain its own direct the defense of such action on behalf of the indemnified party), or (c) the indemnifying party shall not in fact have employed counsel with to assume the defense of such action, in each of which cases the fees and expenses to of such counsel shall be paid by at the expense of the indemnifying party, if, in . An indemnifying party shall not be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the reasonable opinion of counsel retained giving by the indemnifying party, the representation by claimant or plaintiff to such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying indemnified party of any a release from all liability in respect of such action. Whether or not the Partnership chooses to the Indemnified Person defend or Indemnified Party under this section 6prosecute a claim, except each Partner shall, to the extent that requested by the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of Partnership and at the amount thereof during the course of the investigation or defense, as such Partnership's expense, losscooperate in the prosecution or defense of such claim and shall furnish such records, damage or liability is incurred information, and is due testimony and payableattend such conferences, discovery proceedings, hearings, trials, and appeals as may reasonably be requested in connection therewith.

Procedures. Promptly after receipt by an Indemnified Person a party indemnified pursuant to the provisions of SECTION 5.1 or ---------- Indemnified Party under this section 6 SECTION 5.2 of notice of the commencement of any action (including any governmental action)involving the subject matter of the foregoing indemnity provisions, such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim in respect claim thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice pursuant to the provisions of SECTION 5.1 or SECTION 5.2, notify the indemnifying party of the commencement thereof; PROVIDED the omission to so notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under this ARTICLE 5, and shall not relieve the indemnifying party from liability under this ARTICLE 5, except to the extent that such indemnifying party is materially prejudiced by such omission. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any other indemnifying party similarly noticednotified, to assume control of the defense thereof thereof, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the indemnifying party and to such indemnified party of its election to assume the Indemnified Person defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of SECTION 5.1 or the Indemnified Party, as the case may be; provided that an Indemnified Person SECTION 5.2 for any legal or Indemnified Party shall have the right to retain its own counsel other expense subsequently incurred by such indemnified party in connection with the fees and expenses defense thereof. No indemnifying party shall be liable to be paid by an indemnified party for any settlement of any action or claim without the consent of the indemnifying party, if, in . No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the reasonable opinion of counsel retained giving by the indemnifying party, the representation by claimant or plaintiff to such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying indemnified party of any an unconditional release from all liability in respect to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation , claim or defense, as such expense, loss, damage or liability is incurred and is due and payablelitigation.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party a written notice in writing of the commencement thereofof such claim, and demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party shall from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the right extent that, the indemnifying party is actually prejudiced by such omission. In the event that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so desiresto assume the defense thereof, jointly with any other the indemnifying party similarly noticed, will not be liable to assume control of such indemnified party under this Article VII for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof with counsel mutually satisfactory to the indemnifying other than reasonable costs of investigation. In any such proceeding, an indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel to the indemnified party, in such proceeding. The Company shall pay which case the reasonable fees for only one separate legal counsel for the Investors, and expenses of such legal counsel shall be selected by at the Investors holding a majority expense of the Registrable Securities included in the Registration Statement to which the Claim relatesindemnifying party. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of the investigation any claim or defensepending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any obligation or restrictions on any indemnified party.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party For claims under this section 6 of notice of Section 11, the commencement of any action indemnified party will: (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to i) promptly notify the indemnifying party a written notice in writing of the commencement thereofclaim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at indemnifying party’s sole expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this Section 11 shall not relieve the indemnifying party of its obligations under this Section 11, however the indemnifying party shall have not be liable for any litigation expenses the right indemnified party incurred prior to participate in, and, to the extent the indemnifying party so desires, jointly with when notice is given or for damages and/or costs resulting from any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid material prejudice caused by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person delay or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written provide notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such in accordance with this Section 12. The indemnifying party of may not settle a claim that would bind the indemnified party to any liability to the Indemnified Person or Indemnified Party under this section 6, obligation (except to the extent that payment covered by the indemnifying party is prejudiced in its ability or ceasing to defend use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such actionconsent not to be unreasonably withheld, conditioned or delayed. The Any indemnification required by obligation under this section 6 shall be made by periodic payments of Section 11 will not apply if the amount thereof during indemnified party settles or makes any admission with respect to a claim without the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableindemnifying party’s prior written consent.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party A party seeking indemnification under this section 6 of Section 8 shall provide prompt notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver its claim for indemnification to the indemnifying party a written party; provided, however, that failure to give prompt notice shall not affect the indemnifying party’s obligations under this Section 8 unless and to the extent that the failure materially prejudices the defense of the commencement thereofclaim. The indemnifying party may select counsel to defend the indemnified party in respect of any indemnified claim under this Section 8; provided, and however, that the counsel selected must be qualified to defend the indemnified claim in the judgment of the indemnified party, which judgment shall not be unreasonably withheld or delayed. The indemnified party shall keep the indemnifying party fully informed of the status of the claim, including all communications from the claimant, and shall cooperate with the indemnifying party with respect to any judicial proceeding or dispute resolution procedure. The indemnifying party shall not settle any claim covered by this Section 8 without the written consent in advance of the indemnified party, which consent shall not be unreasonably withheld or delayed. If, however, such settlement shall be only for a monetary amount covered by the indemnifying party’s indemnification obligation under this Section 8 and shall not impose any other liability on the indemnified party, then, no consent shall be required from the indemnified party. Notwithstanding anything in this Section 8 to the contrary, if TDC is indemnifying multiple Customers related to the subject matter of the indemnification claim, then TDC shall have the right to participate in, and, seek consolidation of all such actions and to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with select counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableactions.

Procedures. Promptly after receipt (a) In order for a Buyer Indemnified Party or a Seller Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification provided for under this Article VIII in respect of, arising out of or involving a Loss or a claim or demand made by any Person (other than by an Indemnified Person or ---------- Party, which claims are addressed in Section 8.4(c)) against the Indemnified Party under this section 6 of notice of the commencement of any action (including any governmental actiona “Third Party Claim”), such Indemnified Person or Party must deliver notice thereof to the Party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a of written notice of the commencement thereof, Third Party Claim and will provide the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly Indemnifying Party with any other indemnifying party similarly noticed, to assume control of the defense thereof such information with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, respect thereto as the case Indemnifying Party may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relatesreasonably request. The failure to deliver written notice to provide such notice, however, will not release the indemnifying party within a reasonable time after the threat or commencement Indemnifying Party from any of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party its obligations under this section 6, Article VIII except to the extent that the indemnifying party Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its ability obligation to indemnify the Indemnified Party against any and all Losses that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party will have the right, upon written notice to the Indemnified Party, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Thereafter, the Indemnified Party will give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party in connection with such Third Party Claim and the right, upon prior notice during normal business hours, to interview at a mutually convenient time any employee of the Indemnified Party related to the such Third Party Claim. The Indemnifying Party will be liable for the fees and expenses of one outside counsel necessary to defend such actionThird Party Claim (and not any fees and expenses allocated to any internal counsel) employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during any period during which the Indemnified Party has failed to give notice of the Third Party Claim as provided in Section 8.4(a)), and the fees and expenses of counsel will constitute Losses for purposes of this Agreement. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim, the Indemnified Party will have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party will reasonably cooperate in the defense or prosecution of such Third Party Claim, and the Indemnified Party will have the right to employ separate counsel and to participate in the defense thereof (it being understood and agreed that the Indemnifying Party will control such defense), but the fees and expenses of such counsel of the Indemnified Party will be at the expense of the Indemnified Party unless (1) the employment of such counsel at the Indemnifying Party’s expense will have been specifically authorized in writing by the Indemnifying Party or (2) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party would reasonably be expected to present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld, conditioned or delayed), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder, and which are paid in full at the time of such settlement, compromise or judgment. Notwithstanding the foregoing, whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will not, without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned or delayed), admit any liability, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim. (c) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (an “Inter-Party Claim”), the Indemnified Party will deliver notice in writing of such Inter-Party Claim with reasonable promptness following the occurrence of the event giving rise to such claim to the Indemnifying Party, specifying in reasonable detail the basis of such claim. The indemnification required failure to provide such notice, however, will not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by this section 6 shall be made by periodic payments such failure. Thereafter, the Indemnified Party will give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the amount thereof Indemnified Party which evidence or support such claim or the act, omission or occurrence giving rise to such Inter-Party Claim and the right, upon prior notice during the course normal business hours, to interview at a mutually convenient time any employee of the investigation Indemnified Party related to the act, omission or defenseoccurrence giving rise to such Inter-Party Claim. If the Indemnifying Party disputes its liability with respect to any such claim, as the Indemnifying Party and the Indemnified Party will proceed to negotiate a resolution of such expensedispute and, lossif not resolved through negotiations, damage or liability is incurred and is due and payablesuch dispute will be resolved in accordance with the terms of this Agreement.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 8.1 or Section 8.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party a written notice in writing of the commencement thereofof such claim, and demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party shall from any liability that it may have to any indemnified party under Section 8.1 or Section 8.2 unless, and only to the right extent that, the indemnifying party is actually prejudiced by such omission. In the event that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 8.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so desiresto assume the defense thereof, jointly with any other the indemnifying party similarly noticed, will not be liable to assume control of such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof with counsel mutually satisfactory to the indemnifying other than reasonable costs of investigation. In any such proceeding, an indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party, effect any settlement, compromise or discharge of the investigation any claim or defensepending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any continuing material obligation or restrictions on any indemnified party.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 a party indemnified pursuant to the provisions of Section 9(a)or Section 9(b) of notice of the commencement of any action (including any governmental action)involving the subject matter of the foregoing indemnity provisions, such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim in respect claim thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice pursuant to the provisions of Section 9(a) or Section 9(b), notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 9 and shall not relieve the indemnifying party from liability under this Section 9, except to the extent that such indemnifying party is materially prejudiced by such omission. In case such action is brought against any indemnified party and such indemnified party notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any other indemnifying party similarly noticednotified, to assume control of the defense thereof thereof, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the indemnifying party and to such indemnified party of its election to assume the Indemnified Person defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of Section 9(a) or the Indemnified Party, as the case may be; provided that an Indemnified Person Section 9(b) for any legal or Indemnified Party shall have the right to retain its own counsel other expense subsequently incurred by such indemnified party in connection with the fees and expenses defense thereof. No indemnifying party shall be liable to be paid by an indemnified party for any settlement of any action or claim without the consent of the indemnifying party, if, in . No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the reasonable opinion of counsel retained giving by the indemnifying party, the representation by claimant or plaintiff to such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying indemnified party of any a release from all liability in respect to the Indemnified Person such claim or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payablelitigation.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified If either Party seeks indemnification under this section 6 of Article VIII, it shall give notice ("CLAIM NOTICE") to the other Party of the commencement basis of the claim (the "CLAIM") (i) within a reasonable time after discovery of the facts, and (ii) in any event, within the time periods set forth in Section 8.1, provided that the failure to give such notice shall not relieve the indemnifying Party of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, liability hereunder except to the extent that the indemnified Party is materially adversely prejudiced by such failure. The indemnifying Party shall give notice to the indemnified Party within thirty (30) days after receipt of the notice requested by this Section 8.3 advising whether it (i) acknowledges its obligation to indemnify the indemnified Party, or (ii) disputes its obligation to indemnify the indemnified Party. If the indemnifying party so desires, jointly Party acknowledges its indemnification obligation with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory respect to the Claim, and (i) such Claim is based upon an asserted liability or obligation to a person or entity that is not a Party to this Agreement (a "THIRD PARTY CLAIM"), the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with defend or settle such Third Party Claim subject to the fees terms and expenses conditions of Section 8.4 hereof, or (ii) if such Claim is not a Third Party Claim, the indemnified Party shall be entitled to immediate satisfaction of such Claim. If the indemnifying Party does not notify the indemnified Party within fifteen (15) business days following receipt of notice of a Claim that is not a Third Party Claim that it disputes such Claim, such Claim shall be paid deemed a liability of the indemnifying Party, and the indemnifying Party shall pay the amount of the Claim on demand by the indemnifying partyindemnified Party, if, or in the reasonable opinion case of counsel retained by any notice in which the amount of the Claim is estimated, on such later date when the amount of the Claim is finally determined. If the indemnifying partyParty disputes the Claim in a timely manner as set forth herein, the representation by such counsel of the Indemnified Person or Indemnified indemnifying Party and the indemnifying party would be inappropriate due indemnified Party shall proceed in good faith to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding negotiate a majority resolution of the Registrable Securities included dispute, or, if necessary, to resolve the dispute as set forth in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableSection 9.5 hereof.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party A party that intends to seek indemnification under this section 6 of notice of Section 14 (the commencement “indemnitee”) shall notify the other party (the “indemnitor”) promptly in writing of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof of which the indemnitee believes it is entitled to be made against any indemnifying party under this section 6claim indemnification, deliver provided that the failure to give timely notice to the indemnifying party a written notice of indemnitor shall not release the commencement thereofindemnitor from any liability to the indemnitee, and the indemnifying party shall have the right to participate in, and, except to the extent the indemnifying party so desiresindemnitor is prejudiced thereby. The indemnitor shall have the right, jointly with any other indemnifying party similarly noticedby notice to the indemnitee, to assume control the defense of any such Claim within ten (10) days after the indemnitor’s receipt of notice of any Claim with counsel of the defense thereof with indemnitor’s choice and at the sole cost of the indemnitor. If the indemnitor so assumes such defense, the indemnitee may participate therein through counsel mutually satisfactory of its choice, but at the sole cost of the indemnitee; provided, however, that the indemnitor shall be obligated to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the pay fees and expenses to be paid of such indemnitee’s counsel if representation of the indemnitee by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party indemnitor would be inappropriate due to actual or potential differing conflicting interests between such Indemnified Person or Indemnified Party the indemnitee and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, investigation and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement defense of any such action Claim. The party not assuming the defense of any such Claim shall render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such assistance shall be for the account of the indemnitor. No such Claim shall be settled other than by the party defending the same, and then only with the consent of the other party which shall not relieve such indemnifying party be unreasonably withheld; provided that the indemnitee shall have no obligation to consent to any settlement of any such Claim which imposes on the indemnitee any liability or obligation which cannot be assumed and performed in full by the indemnitor, and the indemnitee shall have no right to withhold its consent to any settlement of any such Claim if the Indemnified Person settlement involves only the payment of money by the indemnitor or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableinsurer.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 10 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any indemnifying party under this section 6Section 10, deliver to the indemnifying party a written notice of the commencement thereof, thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partyparties; provided, as the case may be; provided however, that an Indemnified Person or Indemnified Party indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain its own one separate counsel (plus appropriate local counsel), with the fees and expenses to be paid by the indemnifying party, if, in if representation of such indemnified party by the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party indemnified party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after of the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party indemnified party under this section 6, except Section 10 to the extent (and only the extent) that it is actually prejudiced thereby, but the omission so to deliver written notice to the indemnifying party is prejudiced in its ability will not relieve it of any liability that it may have to defend such action. The indemnification required by any indemnified party otherwise than under this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableSection 10.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 2.7 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any indemnifying party under this section 6Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof, thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partyparties; provided, as the case may be; provided however, that an Indemnified Person or Indemnified Party indemnified party (together with all other indemnified parties who do not have differing interests and which may be represented without conflict by one counsel) shall have the right to retain its own counsel one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if, in if representation of such indemnified party by the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party indemnified party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after of the threat or commencement of any such action action, if prejudicial to its ability to defend such action, shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party indemnified party under this section 6Section 2.7, except but the omission so to the extent that deliver written notice to the indemnifying party is prejudiced will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in its ability the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to defend entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such action. The indemnification required by this section 6 shall be made by periodic payments indemnified party of the amount thereof during the course of the investigation a release from all liability in respect to such claim or defense, as such expense, loss, damage or liability is incurred and is due and payablelitigation.

Procedures. Promptly If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to ‎Section 10.1 or ‎Section 10.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any action (including any governmental action)such Third Party Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party a written notice in writing of the commencement thereof, and enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party shall from any liability that it may have the right to participate inany indemnified party under ‎Section 10.1 or ‎Section 10.2 unless, and, and only to the extent that, the indemnifying party so desires, jointly with is actually prejudiced by such omission. In the event that any other indemnifying Third Party Claim is brought against an indemnified party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to and it notifies the indemnifying party of the commencement thereof in accordance with this ‎Section 10.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and the Indemnified Person or the Indemnified Partyexpense, as the case may be; provided that to participate therein. In any such Third Party Claim, an Indemnified Person or Indemnified Party indemnified party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the sole cost and expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party, effect any settlement, compromise or discharge of the investigation any pending or defensethreatened Third Party Claim in respect of which any indemnified party is or would have been a party and indemnity would have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any continuing material obligation or restrictions on such indemnified party.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 8(e) of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any indemnifying party under this section 6Section 8(e), deliver to the indemnifying party a written notice of the commencement thereof, thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partyparties; provided, as the case may be; provided however, that an Indemnified Person or Indemnified Party indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain its own counsel one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if, in if representation of such indemnified party by the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party indemnified party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after of the threat or commencement of any such action action, if materially prejudicial to its ability to defend such action, shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party indemnified party under this section 6Section 8(e), except but the omission so to the extent that deliver written notice to the indemnifying party is prejudiced will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 8(e). No indemnifying party, in its ability the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to defend entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such actionindemnified party of a release from all liability in respect to such claim or litigation. The indemnification required by indemnity agreements contained in this section 6 Section 8(e) shall be made by periodic payments not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the amount thereof during the course of the investigation or defenseindemnifying party, as such expense, loss, damage or liability is incurred and is due and payableconsent not to be unreasonably withheld.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 indemnified party hereunder of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability that such indemnifying party may have to any indemnified party under this section 6Agreement except to the extent that such indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any indemnified party, deliver to and it notifies the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right will be entitled to participate intherein, and, to the extent that such indemnifying party may wish, to assume (at its own expense) the defense thereof, with counsel satisfactory to such indemnified party (which counsel may be counsel to the indemnifying party), and, after notice from the indemnifying party so desiresto such indemnified party hereunder, jointly with any other such indemnifying party similarly noticed, to assume control of shall not be liable for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof with unless (i) the indemnifying party shall have agreed in writing to the continuing participation of such counsel mutually satisfactory or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees indemnified party and expenses to be paid representation of both parties by the indemnifying party, ifsame counsel would, in the reasonable opinion of counsel retained by the indemnifying partysuch counsel, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to the actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceedingthem. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to If the indemnifying party within a reasonable time after assumes the threat or commencement defense of any proceeding, it shall be entitled to settle such action shall proceeding with the consent of the indemnified party, which will not relieve be unreasonably withheld or delayed or, if such indemnifying settlement provides for release of the indemnified party of any liability in connection with all matters relating to the Indemnified Person or Indemnified Party under this section 6proceeding which have been asserted against the indemnified party in such proceeding by the other parties to such settlement, except to without the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments consent of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableindemnified party.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party In the event of a potential indemnity obligation under this section 6 of notice of Section 11, the commencement of any action indemnified party will: (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to a) promptly notify the indemnifying party a written notice in writing of the commencement thereofclaim, (b) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (c) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this Section shall not relieve the indemnifying party of its obligations under this Section. However, the indemnifying party shall have not be liable for any litigation expenses the right to participate inindemnified party incurred before such notice was given, and, to the extent the indemnifying party so desires, jointly with or for any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid damages and/or costs resulting from any material prejudice caused by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person delay or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written provide notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such in accordance with this Section. The indemnifying party of may not settle any liability claim that would bind the indemnified party to the Indemnified Person or Indemnified Party under this section 6, except to the extent that any obligation (other than payment covered by the indemnifying party is prejudiced in its ability or ceasing to defend use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such actionconsent not to be unreasonably withheld, conditioned, or delayed. The Any indemnification required by obligation under this section 6 shall be made by periodic payments of Section will not apply if the amount thereof during indemnified party settles or makes any admission with respect to a claim without the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableindemnifying party’s prior written consent.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a written notice copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, the indemnifying party is actually prejudiced by such omission. In case any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so desiresto assume the defense thereof, jointly with any other the indemnifying party similarly noticed, will not be liable to assume control of such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof with counsel mutually satisfactory to the indemnifying other than reasonable costs of investigation and except as provided below. In any such proceeding, an indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with counsel, but the reasonable and documented fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of the investigation any claim or defensepending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due (iii) does not impose any obligation or restriction on any indemnified party. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and payableExchange Commission.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a written notice copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, the indemnifying party is actually prejudiced by such omission. In case any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so desiresto assume the defense thereof, jointly with any other the indemnifying party similarly noticed, will not be liable to assume control of such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof with counsel mutually satisfactory to the indemnifying other than reasonable costs of investigation and except as provided below. In any such proceeding, an indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with counsel, but the reasonable and documented fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of the investigation any claim or defensepending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any obligation or restriction on any indemnified party.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party a written notice in writing of the commencement thereofof such claim, and demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party shall from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the right extent that, the indemnifying party is actually prejudiced by such omission. In the event that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to assume the defense thereof, with counsel selected by such indemnifying party, and, after notice from the indemnifying party to such indemnified party of its election so desiresto assume the defense thereof, jointly with any other the indemnifying party similarly noticed, will not be liable to assume control of such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof with counsel mutually satisfactory to the indemnifying other than reasonable costs of investigation. In any such proceeding, an indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent indemnified party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party, effect any settlement, compromise or discharge of the investigation any claim or defensepending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any continuing material obligation or restrictions on any indemnified party.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Sections 8.1 or 8.2, as applicable, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party a written notice in writing of the commencement thereofof such claim, and demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party shall from any liability that it may have to any indemnified party under Sections 8.1 or 8.2, as applicable, unless, and only to the right extent that, the indemnifying party is actually prejudiced by such omission. In the event that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 8.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so desiresto assume the defense thereof, jointly with any other the indemnifying party similarly noticed, will not be liable to assume control of such indemnified party under this Article VIII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof with counsel mutually satisfactory to the indemnifying other than reasonable costs of investigation. In any such proceeding, an indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses of such counsel shall be at the expense of such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to be paid by the retention of such counsel at the indemnifying party’s expense, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent party. It is agreed that the indemnifying party is prejudiced shall not, in its ability to defend connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm for each jurisdiction for all such actionindemnified parties. The indemnification required by this section 6 indemnifying party shall not be made by periodic payments liable for any settlement of any proceeding effected without its written consent. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party, effect any settlement, compromise or discharge of the investigation any claim or defensepending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any continuing material obligation or restrictions on any indemnified party.

Procedures. Promptly after (a) In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing of the Third Party Claim promptly following receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 such indemnified party of written notice of the commencement of any action (including any governmental action)Third Party Claim; provided, however, that failure to give such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is notification shall not affect the indemnification provided hereunder except to be made against any the extent the indemnifying party under this section 6shall have been actually and materially prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party a written notice of party, promptly following the commencement indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim and not also addressed to the indemnifying party. (b) If a Third Party Claim is made against an indemnified party, the indemnified party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of in the defense thereof with counsel mutually satisfactory and to the indemnifying party and the Indemnified Person or the Indemnified Partyemploy counsel, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain at its own expense, separate from the counsel with the fees and expenses to be paid employed by the indemnifying party, ifit being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the reasonable opinion of counsel retained by defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party, 's request) the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice provision to the indemnifying party within of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a reasonable time after the threat or commencement mutually convenient basis to provide additional information and explanation of any such action employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not relieve admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any liability to the Indemnified Person settlement, compromise or Indemnified discharge of a Third Party under this section 6, except to the extent Claim that the indemnifying party is prejudiced may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in its ability connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to defend such action. The indemnification required by this section 6 assume the defense of any Third Party Claim (and shall be made liable for the fees and expenses of counsel incurred by periodic payments the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the amount thereof during Third Party Claim can be so separated from that for money damages, the course indemnifying party shall be entitled to assume the defense of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableportion relating to money damages.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 7 of written notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any indemnifying party under this section 6Section 7, deliver to the indemnifying party a written notice of the commencement thereof, thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partyparties; provided, as the case may be; provided however, that an Indemnified Person or Indemnified Party indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain its own counsel one separate counsel, with the fees and expenses to be paid by the indemnifying party, if, in if representation of such indemnified party by the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party indemnified party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after of the threat or commencement of any such action action, if materially prejudicial to its ability to defend such action, shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party indemnified party under this section 6, except Section 7 to the extent that of such prejudice, but the omission to so deliver written notice to the indemnifying party is prejudiced will not relieve it of any liability that it may have to any indemnified party other than under this Section 7. No indemnifying party, in its ability the defense of any such claim or action, shall, except with the consent of each indemnified party, consent to defend entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Procedures. Promptly after receipt by an Indemnified Person or indemnified party under ---------- Indemnified Party under this section 6 Section 3 of notice of the commencement of any action (including any governmental action), suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 3, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying indemnified party under this section 6, shall deliver to the indemnifying party a written notice of the commencement thereof, thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partyindemnified party; provided, as the case may be; provided however, that an Indemnified Person or Indemnified Party indemnified party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relatesat its own expense (except as specifically provided below). The failure to deliver written notice to the indemnifying party within a reasonable time after following the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party indemnified party under this section 6, except Section 3 unless and to the extent that the indemnifying party is actually prejudiced thereby, but in its ability no event shall it relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 3. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action. The indemnification required by this section 6 action or proceeding) shall be made paid to the indemnified party, as incurred, within sixty (60) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder, but in such event such amounts shall be immediately refunded). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by periodic payments counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the amount thereof during same general allegations or circumstances, be liable for the course reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties. No indemnifying party shall be liable to an indemnified party for any settlement of any action, proceeding or claim without the written consent of the investigation or defenseindemnifying party, as such expense, loss, damage or liability is incurred and is due and payablewhich consent shall not be unreasonably withheld.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 6.1, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a written notice copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 6.1 unless, and only to the extent that, such omission results in the forfeiture of, or has a material adverse effect on the exercise or prosecution of, substantive rights or defenses by the indemnifying party. In case any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so desiresto assume the defense thereof, jointly with any other the indemnifying party similarly noticed, will not be liable to assume control of such indemnified party under this Article VI for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof with counsel mutually satisfactory to the indemnifying other than reasonable costs of investigation. In any such proceeding, an indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party, effect any settlement, compromise or discharge of the investigation any claim or defensepending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any continuing material obligation or restrictions on any indemnified party.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 7.5 of notice of the threat or commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any an indemnifying party under this section 6Section 7.5, deliver to promptly notify the indemnifying party a written notice of the commencement in writing thereof, and but the omission to notify the indemnifying party shall will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the right indemnity agreement contained in this Section 7.5 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any all other indemnifying party parties similarly noticednotified, to assume control of the defense thereof with counsel mutually reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the Indemnified Person indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the Indemnified Partyindemnifying party, as the case may be; provided that an Indemnified Person indemnified party or Indemnified Party parties shall have the right to retain select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its own counsel election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7.5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the fees and defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to be paid by the such indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel representing all of the Indemnified Person indemnified parties who are parties to such action) or Indemnified Party and (ii)) the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such shall not have employed counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice reasonably satisfactory to the indemnifying indemnified party to represent the indemnified party within a reasonable time after the threat or notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event shall any such action shall not relieve such indemnifying party be liable in respect of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that amounts paid in settlement of any action unless the indemnifying party is prejudiced shall have approved in its ability to defend writing the terms of such actionsettlement; provided, however, that such consent shall not be unreasonably withheld or delayed. The indemnification required by this section 6 shall be made by periodic payments No indemnifying party shall, without the prior written consent of the amount thereof during indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the course subject matter of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableproceeding.

Procedures. Promptly after receipt by an Indemnified Person or indemnified party under ---------- Indemnified Party under this section 6 Section 10 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any indemnifying party under this section 6Section 10, deliver to the indemnifying party a written notice of the commencement thereof, thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partyparties; provided, as the case may be; provided however, that an Indemnified Person or Indemnified Party indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain its own one separate counsel (plus appropriate local counsel), with the fees and expenses to be paid by the indemnifying party, if, in if representation of such indemnified party by the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party indemnified party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after of the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party indemnified party under this section 6, except Section 10 to the extent (and only the extent) that it is actually prejudiced thereby, but the omission so to deliver written notice to the indemnifying party is prejudiced in its ability will not relieve it of any liability that it may have to defend such action. The indemnification required by any indemnified party otherwise than under this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableSection 10.

Procedures. Promptly after receipt by an Indemnified Person or The indemnified party shall promptly notify the ---------- Indemnified Party under this section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver in writing of all matters which may give rise to the right to indemnification hereunder. If the indemnifying party a written does not receive notice of any matter known to the commencement thereofindemnified party and as to which the indemnified party is entitled to indemnification hereunder in time to contest the determination of any such liability, and the indemnifying party shall not be obligated to indemnify the indemnified party with respect thereto, to the extent that such delay is actually prejudicial to the rights or obligations of the indemnifying party. The indemnifying party shall have the right: (a) with the consent of the indemnified party, which shall not be unreasonably withheld or delayed, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled and (b) to defend through counsel of its own choosing, at its own expense, any action which may be brought by a third party in connection therewith. The indemnified party shall have the right to have its counsel participate in, and, fully in such defense at its own expense but shall have no right to settle any indemnifiable matter without the extent written consent of the indemnifying party. The indemnified party and the indemnifying party so desires, jointly with any shall keep each other indemnifying party similarly noticed, to assume control reasonably informed of the defense thereof progress of any litigation or settlement negotiations with counsel mutually satisfactory to the third parties in connection with a matter indemnified against hereunder. The indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party indemnified party shall have the right permit each other reasonable access to retain its own counsel books and records and otherwise cooperate with the fees and expenses to be paid all reasonable requests of each other in connection with any indemnifiable matter resulting from a claim by the indemnifying any third party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Procedures. Promptly after (a) In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any person other than a Parent Party or its Affiliate against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing (including copies of all papers served or delivered with respect to such claim) of the Third Party Claim promptly following receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 such indemnified party of written notice of the commencement Third Party Claim, which notice shall describe in reasonable detail the nature of any action (including any governmental action)the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the indemnified party's request for indemnification hereunder; provided, however, that failure to give such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is notification shall not affect the indemnification provided hereunder except to be made against any the extent the indemnifying party under this section 6shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party a written notice of party, promptly following the commencement indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of in the defense thereof with counsel mutually satisfactory and to the indemnifying party and the Indemnified Person or the Indemnified Partyemploy counsel, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain at its own expense, separate from the counsel with the fees and expenses to be paid employed by the indemnifying party, ifit being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the Third Party Claim as provided above). If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the reasonable opinion of counsel retained by defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party, 's request) the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice provision to the indemnifying party within of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a reasonable time after the threat or commencement mutually convenient basis to provide additional information and explanation of any such action material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not relieve admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any liability to the Indemnified Person settlement, compromise or Indemnified discharge of a Third Party under this section 6, except to the extent Claim that the indemnifying party is prejudiced may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in its ability connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to defend such action. The indemnification required by this section 6 assume the defense of any Third Party Claim (and shall be made liable for the reasonable fees and expenses of counsel incurred by periodic payments the indemnified party in defending such Third Party Claim) if the predominant remedy sought in the Third Party Claim is for an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the amount thereof during Third Party Claim can be so separated from that for money damages, the course indemnifying party shall be entitled to assume the defense of the investigation portion relating to money damages. (c) In the event a Third Party Claim is brought in which the liability as between the parties to this Agreement is alleged by the Person bringing such claim to be joint, the parties shall cooperate in the joint defense of such Third Party Claim and shall offer to each other such assistance as may reasonably be requested in order to encourage the proper and adequate defense of any such matter. Such joint defense shall be under the general management and supervision of the party which would reasonably be expected to bear the greater share of the liability, unless otherwise agreed; provided, however, that no party to this Agreement shall settle or compromise any such joint defense without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Any uninsured costs of such joint defense shall be borne as the parties may agree, provided, however, that in the absence of such agreement, the defense costs shall be borne by the party incurring such costs; provided, further, however, that, if it is later determined that one party was entitled to indemnification for such liability under this Article VII, the other party shall reimburse the party entitled to indemnification for all of its costs incurred in connection with such defense, as such expense, loss, damage or liability is incurred and is due and payable.

Procedures. Promptly after receipt If any Claim covered by an Indemnified Person or ---------- Indemnified ARTICLE VII is brought, the indemnifying Party’s obligations are conditional upon the following: (a) the indemnified Party under this section 6 shall promptly notify the indemnifying Party in writing of such Claim, provided, however, the failure to provide such notice within a reasonable period of time shall not relieve the commencement indemnifying Party of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, its obligations hereunder except to the extent the indemnifying party so desiresParty is prejudiced by such failure or delay; (b) the indemnifying Party shall assume, jointly with any other at its cost and expense, the sole defense of such Claim through counsel selected by the indemnifying party similarly noticedParty and reasonably acceptable to the indemnified Party, to assume except that the indemnified Party may at its option and expense select and be represented by separate counsel; (c) the indemnifying Party shall maintain control of such defense and/or the defense thereof settlement of such Claim; (d) the indemnified Party may, at its option and expense, participate in such defense, and if it so participates, the Parties shall cooperate with counsel mutually satisfactory one another in such defense; (e) the indemnifying Party will have authority to consent to the indemnifying entry of any settlement or otherwise to dispose of such Claim (provided and only to the extent that an indemnified Party does not have to admit liability and such judgment does not involve equitable relief or the payment of any amounts by the indemnified party and the Indemnified Person indemnified Party may not consent to the entry of any judgment, enter into any settlement or otherwise to dispose of such Claim without the Indemnified Partyprior written consent of the indemnifying Party (not to be unreasonably withheld or delayed); and (f) the indemnifying Party shall pay the full amount of any judgment, award or settlement with respect to such Claim and all other reasonable and documented costs, fees and expenses related to the resolution thereof; provided, however, that such other costs, fees and expenses have been incurred or agreed, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid , by the indemnifying party, if, Party in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel its defense or settlement of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableClaim.

Procedures. Promptly after (a) In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing of the Third Party Claim promptly following receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 such indemnified party of written notice of the commencement of any action (including any governmental action)Third Party Claim; provided, that failure to give such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is notification shall not affect the indemnification provided hereunder except to be made against any the extent the indemnifying party under this section 6shall have been actually and materially prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party a written notice of party, promptly following the commencement indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the counsel selected by the indemnifying party has concluded that there exists a conflict of interest. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of in the defense thereof with counsel mutually satisfactory and to the indemnifying party and the Indemnified Person or the Indemnified Partyemploy counsel, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain at its own expense, separate from the counsel with the fees and expenses to be paid employed by the indemnifying party, ifit being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof or as otherwise provided above. If the indemnifying party chooses to defend or prosecute a Third Party Claim, the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable opinion fees and expenses of counsel retained incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. (c) In the event any indemnified party should have a claim against any indemnifying party under Section 10.1 or 10.2 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party, the representation which notice shall expressly state that it is being given pursuant to this Section 10.4(c). The failure by such counsel of the Indemnified Person or Indemnified Party and any indemnified party so to notify the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to not relieve the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of from any liability that it may have to the Indemnified Person such indemnified party under Section 10.1 or Indemnified Party under this section 610.2, except to the extent that the indemnifying party is demonstrates that it has been materially prejudiced by such failure. If the indemnifying party does not notify the indemnified party within thirty (30) calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 10.1 or 10.2, such claim specified by the indemnified party in its ability to defend such action. The indemnification required by this section 6 notice shall be made by periodic payments conclusively deemed a liability of the indemnifying party under Section 10.1 or 10.2 and the indemnifying party shall pay the amount thereof during of such liability to the course indemnified party on demand or, in the case of any notice in which the amount of the investigation claim (or defenseany portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of such expensedispute and, lossif not resolved through negotiations, damage or liability is incurred and is due and payablesuch dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

Procedures. Promptly after receipt by (a) After an Indemnified Person or ---------- Indemnified Party under this section 6 of indemnified party either (x) receives notice of any claim or the commencement of any action Action by any third party which may give rise to a claim for indemnification from an indemnifying party hereunder (including a “Third Party Claim”) or (y) has sustained any governmental action)Losses not involving a Third Party Claim or Action which such indemnified party reasonably believes may give rise to a claim for indemnification from an indemnifying party hereunder, such Indemnified Person or Indemnified Party indemnified party shall, if a Claim claim in respect thereof is to be made against any an indemnifying party under this section 6Article VII hereof, deliver promptly notify such indemnifying party in writing of such claim, Action or Losses, as the case may be; provided, however, that failure to timely notify the indemnifying party shall not relieve the indemnifying party of its indemnity obligation, except to the extent indemnifying party is actually and materially prejudiced in its ability to defend the action by such failure. Any such notification must be in writing and must state in reasonable detail the nature and basis of the claim, Action or Losses, and an estimate of the Losses, to the extent known. An indemnifying party shall have the right to assume and conduct the defense of any such Third Party Claim only if (1) the indemnifying party first provides written confirmation to the indemnified party of the indemnifying party’s indemnification responsibility for all Losses resulting to such Third Party Claim, (2) the assumption by the indemnifying party of such Third Party Claim could not reasonably be expected to cause a material adverse effect on the indemnified party’s business, (3) the indemnifying party shall use commercially reasonable efforts to diligently contest the Third Party Claim, and (4) the indemnifying party has sufficient resources, in the reasonable judgement of the indemnified party, to satisfy the amount of any adverse monetary judgement that is reasonably likely to result (the conditions set forth in clauses (1) through (4) being collectively referred to as the “Litigation Conditions”). If the indemnifying party does not assume the defense of a Third Party Claim, the indemnified party may continue to defend the Third Party Claim, and the costs and expenses of such defense shall be additional Losses. If the indemnifying party has assumed the defense of the Third Party Claim as provided in this Section 7.5, the indemnified party shall have the right to participate in, and to be represented by counsel (at its own expense) in any such contest, defense, litigation or settlement conducted by the indemnifying party. The indemnifying party shall not be entitled, or shall lose its right to contest, defend, litigate and settle the Third Party Claim if any of the Litigation Conditions fails to be fulfilled at any time; provided that indemnified party first provided indemnifying party with ten (10) days’ written notice and an opportunity to cure such failure. Notwithstanding anything to the contrary herein, the indemnifying party shall not be entitled to assume control of such defense if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Third Party Claim seeks as a principal form of relief any form of remedy other than monetary damages; or (iii) upon petition by the indemnified party, the appropriate court rules that the indemnifying party failed or is failing to vigorously prosecute or defend such Third Party Claim. If the indemnifying party has not assumed the defense of the commencement thereofThird Party Claim as provided in this Section 7.5, and the indemnifying party shall have the right to participate in, andand to be represented by counsel (at its own expense) in any such contest, to defense, litigation or settlement conducted by the extent indemnified party. (b) Neither the indemnifying party so desiresnor the indemnified party, jointly with shall enter into any other indemnifying party similarly noticedcompromise or consent to a settlement of, to assume control or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the defense thereof other party (which consent shall not be unreasonably withheld or delayed), except that, with counsel mutually satisfactory respect to any Third Party Claim not relating to Taxes, the indemnifying party and shall be entitled to enter into a compromise or consent to the Indemnified Person entry of a judgment and/or enter into any settlement without the consent of the indemnified party if such compromise, judgment or settlement requires only the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid payment of money (which payment is made in full by the indemnifying party, if, in ) and fully releases the reasonable opinion indemnified party from any liability associated with such Third Party Claim without any admission of counsel retained wrongdoing. (c) No failure by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the an indemnifying party would be inappropriate due to actual or potential differing interests between acknowledge in writing its indemnification obligations under Article VII shall relieve it of such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except obligations to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableobligations exist.

Procedures. Promptly after receipt In no case shall an indemnifying party be liable for Losses or Related Expenses unless it shall be notified by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice the indemnified party, in accordance with Section 13.1, of the commencement written assertion of a claim by the indemnified party or of any third party action (including any governmental action)commenced against the indemnified party reasonably promptly after the indemnified party shall have been served with the summons or other first legal process giving information as to the nature and basis of the third party Action; provided, such Indemnified Person or Indemnified Party shall, if a Claim that no delay in respect thereof is to be made against any notifying an indemnifying party under this section 6, deliver to the shall excuse such indemnifying party from its obligations hereunder unless such delay has materially and adversely affected such indemnifying party's legal rights with respect to which indemnity is sought; provided, further, that a written notification to Serologicals for indemnification shall be deemed a notice to Serologicals and to any and all of the commencement thereof, and the indemnifying Sellers. Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate inin the defense thereof, and, to but the extent fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party so desireshas agreed to pay such fees and expenses, jointly with any other or (ii) the indemnifying party similarly noticed, shall have failed to promptly assume control of the defense thereof with of such action, claim or proceeding, or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel mutually satisfactory in writing (a copy of which shall be delivered to the indemnifying party) that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the Indemnified Person or the Indemnified Party, as the case may be; provided assertion of such defenses would create a conflict of interest such that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid employed by the indemnifying party could not faithfully represent the indemnified party. (In that case, if, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the reasonable opinion expense of counsel retained by the indemnifying party, the representation by indemnifying party shall not have the right to assume the defense of such counsel action, claim or proceeding of the Indemnified Person or Indemnified Party and behalf of such indemnified party, it being understood, however, that the indemnifying party would shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be inappropriate due to actual or potential differing interests liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such Indemnified Person or Indemnified Party indemnified party and any other party represented by of such counsel indemnified parties with respect to such action, claim or proceeding, in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to event the indemnifying party within a reasonable time after shall be obligated to pay the threat fees and expenses of such additional counsel or commencement counsels). The indemnifying party shall not be liable for any settlement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in proceeding effected without its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payablewritten consent.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 1.9 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any indemnifying party under this section 6Section 1.9, deliver to the indemnifying party a written notice of the commencement thereof, thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partyparties; PROVIDED, as the case may be; provided HOWEVER, that an Indemnified Person or Indemnified Party indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain its own counsel one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if, in if representation of such indemnified party by the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party indemnified party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after of the threat or commencement of any such action action, if materially prejudicial to its ability to defend such action, shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party indemnified party under this section 6Section 1.9, except but the omission so to the extent that deliver written notice to the indemnifying party is prejudiced will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.9. No indemnifying party, in its ability the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to defend entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such actionindemnified party of a release from all liability in respect to such claim or litigation. The indemnification required by indemnity agreements contained in this section 6 Section 1.9 shall be made by periodic payments not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the amount thereof during the course of the investigation or defenseindemnifying party, as such expense, loss, damage or liability is incurred and is due and payablewhich shall not be unreasonably withheld.

Procedures. Promptly after receipt by an Indemnified Person or indemnified party under ---------- Indemnified Party under this section Section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any indemnifying party under this section Section 6, deliver to the indemnifying party a written notice of the commencement thereof, thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partyparties; provided, as the case may be; provided however, that an Indemnified Person or Indemnified Party indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel reasonably acceptable to the Company) shall have the right to retain its own one separate counsel (plus appropriate local counsel), with the fees and expenses to be paid by the indemnifying party, if, in if representation of such indemnified party by the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party indemnified party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after of the threat or commencement of any such action action, if prejudicial in any material respect to its ability to defend such action, shall not to the extent prejudicial relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party indemnified party under this section Section 6, except but the omission so to the extent that deliver written notice to the indemnifying party is prejudiced in its ability will not relieve it of any liability that it may have to defend such action. The indemnification required by any indemnified party otherwise than under this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableSection 6.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 1.8 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any indemnifying party under this section 6Section 1.8, deliver to the indemnifying party a written notice of the commencement thereof, thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partyparties; provided, as the case may be; provided however, that an Indemnified Person or Indemnified Party indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain its own counsel one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if, in if representation of such indemnified party by the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party indemnified party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after of the threat or commencement of any such action action, if prejudicial to its ability to defend such action, shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party indemnified party under this section 6Section 1.8, except but the omission so to the extent that deliver written notice to the indemnifying party is prejudiced will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.8. No indemnifying party, in its ability the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to defend entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such actionindemnified party of a release from all liability in respect to such claim or litigation. The indemnification required by indemnity agreements contained in this section 6 Section 1.8 shall be made by periodic payments not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableindemnifying party.

Procedures. Except as otherwise provided in Article 8, the following provisions shall apply to claims for Damages arising from claims by a third party (each a "Claim"). Promptly after receipt by an Indemnified any Person or ---------- Indemnified Party entitled to indemnification under this section 6 Article 11 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof of which such Person will seek indemnification hereunder, such Person shall notify in writing the Person(s) from whom indemnification hereunder is to be made against any indemnifying party under this section 6sought, deliver to which notice shall specify the indemnifying party a written notice nature of such Claim, the commencement thereofamount of Damages sought in such Claim, if known, and the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. Failure to so notify the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of it from any liability to the Indemnified Person or Indemnified Party that it may have under this section 6, Article 11 except to the extent that the indemnifying party is prejudiced in its party's ability to defend such actionClaim is materially prejudiced by the failure to give such notice. If the indemnifying party acknowledges in writing its obligation to indemnify the indemnified party hereunder against any Damages that may result from a Claim, the indemnifying party shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection so long as the indemnifying party gives notice of its intention to so defend, contest or otherwise protect against such Claim within five days of its receipt of notice from the indemnified party regarding such Claim; provided that nothing herein shall entitle the indemnifying party to control the defense or settlement of any Claim to the extent the Claim if successful could materially interfere with the business, operations, assets, conditions or prospects of the indemnified party. The indemnification required by indemnified party shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. The indemnified party shall, and shall cause its Affiliates (and their respective directors, officers, agents and employees), to at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, or otherwise render reasonable assistance to, the indemnifying party in its defense of any action for which indemnity is sought under this section 6 Article 11. In the event the indemnifying party fails to timely defend, contest or otherwise protect against any Claim, the indemnified party shall be made by periodic payments have the right, but not the obligation, to defend, contest, assert cross-claims or counterclaims or otherwise protect against the same at the indemnifying party's expense. The indemnifying party may not, without the consent of the amount thereof during indemnified party settle or compromise any Claim if the course of settlement or compromise imposes equitable remedies or material obligations on the investigation or defense, as indemnified party other than financial obligations for which such expense, loss, damage or liability is incurred and is due and payableindemnified party will be indemnified hereunder.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party a written notice in writing of the commencement thereofof such claim, and demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the failure to so notify such indemnifying party will not relieve the indemnifying party shall from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the right extent that, the indemnifying party is actually prejudiced by such failure. In the event that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to join in or assume (at the indemnified party’s sole discretion) the defense thereof, with counsel selected by such indemnifying party. If assumed, counsel reasonably satisfactory to the indemnified party shall be selected, and, after notice from the indemnifying party to such indemnified party of its election so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to thereof, the indemnifying party and will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Person or the Indemnified Partydefense thereof. In any such proceeding, as the case may be; provided that an Indemnified Person or Indemnified Party indemnified party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent indemnified party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm at the same time (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but, if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during indemnified party, effect any settlement, compromise or discharge of any claim or pending or threatened proceeding in respect of which any indemnified [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the course of type that the investigation registrant treats as private or defenseconfidential. party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any continuing material obligation or restrictions on any indemnified party.

Procedures. Promptly after receipt by an Indemnified Person a party indemnified pursuant to the provisions of Section 7.1 or ---------- Indemnified Party under this section 6 Section 7.2 of notice of the commencement of any action (including any governmental action)involving the subject matter of the foregoing indemnity provisions, such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim in respect claim thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice pursuant to the provisions of Section 7.1 or Section 7.2, notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7 and shall not relieve the indemnifying party from liability under this Section 7 unless such indemnifying party is materially prejudiced by such omission. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any other indemnifying party similarly noticednotified, to assume control of the defense thereof thereof, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the indemnifying party and to such indemnified party of its election to assume the Indemnified Person defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of Section 7.1 or the Indemnified Party, as the case may be; provided that an Indemnified Person Section 7.2 for any legal or Indemnified Party shall have the right to retain its own counsel other expense subsequently incurred by such indemnified party in connection with the fees and expenses defense thereof. No indemnifying party shall be liable to be paid by an indemnified party for any settlement of any action or claim without the consent of the indemnifying party, if, in . No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the reasonable opinion of counsel retained giving by the indemnifying party, the representation by claimant or plaintiff to such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying indemnified party of any a release from all liability in respect to the Indemnified Person such claim or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payablelitigation.

Procedures. Promptly after (a) In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any person other than a Parent Party or its Affiliate against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing (including copies of all papers served or delivered with respect to such claim) of the Third Party Claim promptly following receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 such indemnified party of written notice of the commencement Third Party Claim, which notice shall describe in reasonable detail the nature of any action (including any governmental action)the Third Party Claim, an estimate of the amount of damages attributable to the Third Party Claim to the extent feasible and the basis of the indemnified party's request for indemnification hereunder; provided, however, that failure to give such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is notification shall not affect the indemnification provided hereunder except to be made against any the extent the indemnifying party under this section 6shall have been actually prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party a written notice of party, promptly following the commencement indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, -------- however, that such counsel is not reasonably objected to by the indemnified ------- party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of in the defense thereof with counsel mutually satisfactory and to the indemnifying party and the Indemnified Person or the Indemnified Partyemploy counsel, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain at its own expense, separate from the counsel with the fees and expenses to be paid employed by the indemnifying party, ifit being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the Third Party Claim as provided above). If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the reasonable opinion of counsel retained by defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party, 's request) the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice provision to the indemnifying party within of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a reasonable time after the threat or commencement mutually convenient basis to provide additional information and explanation of any such action material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not relieve admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any liability to the Indemnified Person settlement, compromise or Indemnified discharge of a Third Party under this section 6, except to the extent Claim that the indemnifying party is prejudiced may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in its ability connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to defend such action. The indemnification required by this section 6 assume the defense of any Third Party Claim (and shall be made liable for the reasonable fees and expenses of counsel incurred by periodic payments the indemnified party in defending such Third Party Claim) if the predominant remedy sought in the Third Party Claim is for an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the amount thereof during Third Party Claim can be so separated from that for money damages, the course indemnifying party shall be entitled to assume the defense of the investigation portion relating to money damages. (c) In the event a Third Party Claim is brought in which the liability as between the parties to this Agreement is alleged by the Person bringing such claim to be joint, the parties shall cooperate in the joint defense of such Third Party Claim and shall offer to each other such assistance as may reasonably be requested in order to encourage the proper and adequate defense of any such matter. Such joint defense shall be under the general management and supervision of the party which would reasonably be expected to bear the greater share of the liability, unless otherwise agreed; provided, -------- however, that no party to this Agreement shall settle or compromise any such ------- joint defense without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Any uninsured costs of such joint defense shall be borne as the parties may agree, provided, however, that in the absence -------- ------- of such agreement, the defense costs shall be borne by the party incurring such costs; provided, -------- further, however, that, if it is later determined that one party was entitled to ------- indemnification for such liability under this Article VI, the other party shall reimburse the party entitled to indemnification for all of its costs incurred in connection with such defense, as such expense, loss, damage or liability is incurred and is due and payable.

Procedures. Promptly Any party that proposes to assert the right to be indemnified under this Section 8 shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any action (including any governmental action), suit or proceeding against such Indemnified Person or Indemnified Party shall, if a Claim party in respect thereof of which a claim is to be made against any an indemnifying party or parties under this section 6Section 8, deliver notify each such indemnifying party of the commencement of such action, suit or proceeding, but the omission so to notify such indemnifying party of any such action, suit or proceeding shall not relieve it from any liability that it may have to any indemnified party otherwise than under this Section. In the event any such action, suit or proceeding is brought against any indemnified party and such indemnified party notifies the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right be entitled to participate in, and, to the extent the indemnifying party so desiresthat it shall wish, jointly with any other indemnifying party similarly noticednotified, to assume control the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof with counsel mutually satisfactory to and the approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, except as provided below and except for the Indemnified Person or reasonable costs of investigation subsequently incurred by such indemnified party in connection with the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party defense thereof. The indemnified party shall have the right to retain employ its own counsel with in any such action, but the fees and expenses to of such counsel shall be paid at the expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been authorized in writing by the indemnifying partyparties, if(ii) the indemnified party shall have reasonably concluded that, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel because of the Indemnified Person existence of different or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice additional defenses available to the indemnifying indemnified party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.other

Procedures. Promptly after receipt In no case shall an indemnifying party be liable for Losses or Related Expenses unless it shall be notified by an Indemnified Person the indemnified party, by letter or ---------- Indemnified Party under this section 6 of notice facsimile confirmed by letter, of the commencement written assertion of a claim by the indemnified party or of any third party action (including any governmental commenced against the indemnified party promptly after the indemnified party shall have shall have been served with the summons or other first legal process giving information as to the nature and basis of the third party action); provided, such Indemnified Person or Indemnified Party shall, if a Claim that no delay in respect thereof is to be made against any notifying an indemnifying party under this section 6, deliver to the shall excuse such indemnifying party a written notice of the commencement thereof, from its obligations hereunder unless such delay has materially and the adversely affected such indemnifying party's legal rights with respect to which indemnity is sought. Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate inin the defense thereof, and, to but the extent fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party so desires, jointly with any other has agreed to pay such fees and expenses or (ii) the indemnifying party similarly noticed, shall have failed to promptly assume control of the defense thereof with of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel mutually satisfactory that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the Indemnified Person or the Indemnified Party, as the case may be; provided assertion of such defenses would create a conflict of interest such that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid employed by the indemnifying partyparty could not faithfully represent the indemnified party (in which case, if, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the reasonable opinion expense of counsel retained by the indemnifying party, the representation by indemnifying party shall not have the right to assume the defense of such counsel action, claim or proceeding on behalf of the Indemnified Person or Indemnified Party and such indemnified party, it being understood, however, that the indemnifying party would shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be inappropriate due to actual or potential differing interests liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such Indemnified Person or Indemnified Party indemnified party and any other party represented by of such counsel indemnified parties with respect to such action, claim or proceeding, in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to event the indemnifying party within a reasonable time after shall be obligated to pay the threat fees and expenses of such additional counsel or commencement counsels). The indemnifying party shall not be liable for any settlement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in proceeding effected without its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payablewritten consent.

Procedures. Promptly after receipt by an Indemnified Person If any Buyer Indemnitee or ---------- Indemnified Party under this section 6 of notice of the commencement Seller Indemnitee becomes aware of any action (including claim or demand potentially giving rise to a right of indemnification under Section 10.2 or 10.3 above with respect to any governmental action)third party claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver person shall give written notice to the indemnifying party thereof within a written reasonable time after learning of such claim or demand. The indemnifying party shall have 30 days from the date of its receipt of such notice of to notify the commencement thereof, and indemnified party whether the indemnifying party desires, at its sole cost and expense, to undertake the defense, compromise or settlement of such claim. The indemnified party shall have the right to participate inin such defense, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control compromise and settlement through counsel of the defense thereof with counsel mutually satisfactory to the indemnifying party its choosing and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party at its own expense and shall have the right to retain its own counsel with approve any compromise or settlement involving any action other than solely the fees and expenses payment of money damages or that might otherwise have an adverse impact on the business or properties of the indemnified party. If the indemnifying party does not elect to be paid by undertake the defense, compromise or settlement of such claim, the indemnified party, without waiving any rights against the 113 indemnifying party, ifmay defend, compromise or settle such claim in the its reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party discretion and shall be entitled to recover from the indemnifying party would be inappropriate due to actual the amount of any judgment or potential differing interests between such Indemnified Person or Indemnified Party settlement together with any and any all other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investorsindemnifiable costs, expenses and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relatesliabilities relating thereto. The failure by any indemnified party to promptly deliver written the notice to required by this Section 10.6 shall not relieve the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, its obligations hereunder except to the extent that such failure materially and adversely prejudices the indemnifying party is prejudiced in its party's ability to defend defend, compromise or settle such actionclaim. The indemnification required All amounts received by any indemnified party under this section 6 10.6 shall be made net of any amounts received by periodic payments such party under any policy of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableinsurance relating thereto.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party a written notice in writing of the commencement thereofof such claim, and demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the failure to so notify such indemnifying party will not relieve the indemnifying party shall from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the right extent that, the indemnifying party is actually prejudiced by such failure. In the event that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to join in or assume (at the indemnified party’s sole discretion) the defense thereof, with counsel selected by such indemnifying party. If assumed, counsel reasonably satisfactory to the indemnified party shall be selected, and, after notice from the indemnifying party to such indemnified party of its election so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to thereof, the indemnifying party and will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Person or the Indemnified Partydefense thereof. In any such proceeding, as the case may be; provided that an Indemnified Person or Indemnified Party indemnified party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has 38 assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent indemnified party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm at the same time (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but, if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party, effect any settlement, compromise or discharge of the investigation any claim or defensepending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any continuing material obligation or restrictions on any indemnified party.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 indemnified party hereunder of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party indemnified party shall, if a Claim claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any indemnifying liability which it may have to such indemnified party other than under this Section 9 and shall only relieve it from any liability which it may have to such indemnified party under this section 6, deliver Section 9 if and to the extent the indemnifying party a written notice is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate inin the defense of such action, and, with the expenses and fees of such separate counsel and other expenses related to the extent such participation to be reimbursed by the indemnifying party so desires, jointly with any other as incurred. An indemnifying party similarly noticedwho is not entitled to, to or elects not to, assume control of the defense thereof with counsel mutually satisfactory of a claim will not be obligated to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with pay the fees and expenses of more than one law firm per jurisdiction as counsel for the indemnified party. The indemnity agreement contained in this Section 9 shall not apply to be amounts paid by in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a written notice copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the extent that, such omission results in the forfeiture of, or has a material adverse effect on the exercise or prosecution of, substantive rights or defenses by the indemnifying party. In case any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so desiresto assume the defense thereof, jointly with any other the indemnifying party similarly noticed, will not be liable to assume control of such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof with counsel mutually satisfactory to the indemnifying other than reasonable costs of investigation. In any such proceeding, an indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party, effect any settlement, compromise or discharge of the investigation any claim or defensepending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any continuing material obligation or restrictions on any indemnified party.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 7 of notice of the threat or commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any an indemnifying party under this section 6Section 7, deliver to promptly notify the indemnifying party a written notice of the commencement in writing thereof, and but the omission to notify the indemnifying party shall will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the right indemnity agreement contained in this Section 7 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any all other indemnifying party parties similarly noticednotified, to assume control of the defense thereof with counsel mutually reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the Indemnified Person indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the Indemnified Partyindemnifying party, as the case may be; provided that an Indemnified Person indemnified party or Indemnified Party parties shall have the right to retain select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its own counsel election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the fees and defense thereof unless (a) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to be paid by the such indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel representing all of the Indemnified Person indemnified parties who are parties to such action) or Indemnified Party and (b) the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such shall not have employed counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice reasonably satisfactory to the indemnifying indemnified party to represent the indemnified party within a reasonable time after the threat or notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event shall any such action shall not relieve such indemnifying party be liable in respect of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that amounts paid in settlement of any action unless the indemnifying party is prejudiced shall have approved in its ability to defend writing the terms of such actionsettlement; provided, however, that such consent shall not be unreasonably withheld or delayed. The indemnification required by this section 6 shall be made by periodic payments No indemnifying party shall, without the prior written consent of the amount thereof during indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the course subject matter of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableproceeding.

Procedures. (a) Promptly after receipt by an Indemnified Person a party entitled to be indemnified pursuant to the provisions of Section 7.1 or ---------- Indemnified Party under this section 6 Section 7.2 hereof, as applicable, of notice of the commencement of any action (including any governmental action)involving the subject matter of the foregoing indemnity provisions, such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim in respect claim thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice pursuant to the provisions of Section 7.1 or Section 7.2 hereof, notify the indemnifying party of the commencement thereof; provided that the failure to so notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to an indemnified party otherwise than under this Article 7, and shall not relieve the indemnifying party from liability under this Article 7, except to the extent that such indemnifying party is materially prejudiced by such failure. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any other indemnifying party similarly noticednotified, to assume control of the defense thereof thereof, with counsel mutually reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the Indemnified Person indemnified party shall have reasonably concluded, based on an opinion of counsel, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the Indemnified Partyindemnifying party, as the case may be; provided that an Indemnified Person indemnified party or Indemnified Party parties shall have the right to retain select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its own counsel election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under Section 7.1 or Section 7.2 hereof for any legal or other expenses subsequently incurred by such indemnified party in connection with the fees and defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to be paid by the such indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel representing all of the Indemnified Person indemnified parties who are parties to such action) or Indemnified Party and (ii) the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such shall not have employed counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice reasonably satisfactory to the indemnifying indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. No indemnifying party shall be liable to an indemnified party for any settlement of any action or claim without the written consent of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such action, claim or litigation. (b) If the indemnification provided for in this Article 7 is required by its terms but is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party under the above paragraphs of this Article 7 in respect to any claims, actions, demands, losses, damages, liabilities, costs or expenses referred to herein, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of any claims, actions, demands, losses, damages, liabilities, costs or expenses referred to herein (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer and the Investors from the private placement of Securities hereunder or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but the relative fault of the Issuer and the Investors in connection with the statements or omissions or inaccuracies in the representations and warranties in this Agreement and/or the Registration Statement which resulted in such claims, actions, demands, losses, damages, liabilities, costs or expenses, as well as any other relevant equitable considerations. The respective relative benefits received by the Issuer on the one hand and each Investor on the other shall be deemed to be in the same proportion as the amount paid by the Investor to the Issuer pursuant to this Agreement for the Shares purchased by the Investor that were sold pursuant to the Registration Statement bears to the difference (the “Difference”) between the amount the Investor paid for the Shares that were sold pursuant to the Registration Statement and the amount received by the Investor from such sale. The relative fault of the Issuer, on the one hand, and each Investor on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact or the inaccurate or the alleged inaccurate representation and/or warranty relates to information supplied by the Issuer or by the Investors and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the claims, actions, demands, losses, damages, liabilities, costs or expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7.3(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 7.3(a) hereof with respect to the notice of the threat or commencement of any such threat or action shall not relieve such indemnifying party of any liability apply if a claim for contribution is to the Indemnified Person or Indemnified Party be made under this section 6Section 7.3(b); provided, except however, that no additional notice shall be required with respect to the extent that the indemnifying party is prejudiced in its ability to defend such actionany threat or action for which notice has been given under Section 7.3(a) hereof for purposes of indemnification. The indemnification required Issuer and each Investor agree that it would not be just and equitable if contribution pursuant to this Section 7.3(b) were determined solely by pro rata allocation (even if the Investors were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this section 6 paragraph. Notwithstanding the provisions of this Section 7.3, no Investor shall be made by periodic payments required to contribute any amount in excess of the amount thereof during by which the course Difference exceeds the amount of any damages that the Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the investigation or defense, as Securities Act) shall be entitled to contribution from any person who was not guilty of such expense, loss, damage or liability is incurred fraudulent misrepresentation. The Investor’s obligations to contribute pursuant to this Section 7.3 are several and is due and payablenot joint.

Procedures. Promptly In the event that any third party claim or demand shall ---------- be asserted against any indemnified party in respect of any Losses, the indemnified party shall promptly, and in any event within 30 days after the receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person claim or Indemnified Party shalldemand which may give rise to a claim under this Article XI, if a Claim claim in respect thereof is to be made against any the ---------- indemnifying party under this section 6hereunder, deliver cause written notice thereof to be given to the indemnifying party; provided, however, that failure to so notify the -------- ------- indemnifying party a written notice of the commencement thereof, and shall not relieve the indemnifying party shall from any obligations it may have the right to participate in, and, to the extent the indemnifying indemnified party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6hereunder, except to the extent that it is prejudiced by such failure. In the event any claim or demand for indemnification is made under this Article XI, the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be entitled to ---------- meaningfully participate therein and, upon delivery by the indemnifying party to the indemnified party of written notice, the indemnifying party may assume and control the defense thereof with counsel of its choice, and thereafter the indemnifying party shall not be liable to the indemnified party hereunder for any fees of other counsel subsequently accrued by the indemnified party in connection with the defense thereof. In the event that any claim or demand is made under this Article XI, the indemnifying party and the ---------- indemnified party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such claim or demand. If the indemnifying party assumes the defense of an action, (a) the indemnified party shall be entitled to participate therein at its sole cost and expense; and (b) no settlement or compromise thereof may be effected by periodic payments the indemnified party without the consent of the amount indemnifying party. If the indemnifying party does not assume the defense of an action, no compromise or settlement thereof during may be effected at the course expense of the investigation indemnifying party without the consent of the indemnifying party, which consent shall not be unreasonably withheld or defense, as such expense, loss, damage or liability is incurred and is due and payabledelayed.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party a written notice in writing of the commencement thereofof such claim, and demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party shall from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the right extent that, the indemnifying party is actually prejudiced by such omission. In the event that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.4, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so desiresto assume the defense thereof, jointly with any other the indemnifying party similarly noticed, will not be liable to assume control of such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof with counsel mutually satisfactory to the indemnifying other than reasonable costs of investigation. In any such proceeding, an indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing a conflict of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees, subject to the limitations set forth herein, to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of the amount thereof during the course of the investigation such settlement or defense, as such expense, loss, damage or liability is incurred and is due and payablejudgment.

Procedures. (a) Promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 indemnified party hereunder of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party indemnified party shall, if a Claim claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any indemnifying liability which it may have to such indemnified party other than under this Section 4 and shall only relieve it from any liability which it may have to such indemnified party under this section 6, deliver Section 4 if and to the extent the indemnifying party a written notice is materially prejudiced by such omission. (b) Subject to Section 4.3(c), in case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, and the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Article 4 for any expenses subsequently incurred by such indemnified party in connection with the defense thereof. (c) Any indemnified party shall have the right to employ separate counsel in any such action and participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of in the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partythereof, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with but the fees and expenses to of such counsel shall be paid at the expense of the indemnified party unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnifying party, if(ii) the indemnifying party shall have failed to assume the defense of such action, or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have been advised by such counsel that there are conflicts of interest between such indemnified party and the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the reasonable opinion same jurisdiction arising out of counsel retained the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred. (d) Whether or not such defense is assumed by the indemnifying party, such indemnifying party will not be subject to any liability for any settlement made without its consent (which consent shall not be unreasonably withheld or delayed). No indemnifying party shall, without the representation by such counsel consent of the Indemnified Person indemnified party (which consent shall not be unreasonably withheld or Indemnified Party and delayed), consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term thereof the indemnifying giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation for which such indemnified party would be inappropriate due entitled to actual indemnification hereunder, or potential differing interests between such Indemnified Person or Indemnified Party and any (ii) provides for other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payablethan monetary damages.

Procedures. Promptly Any party that proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt by of notice of commencement of any action against such party in respect of which a claim is to be made against an Indemnified Person indemnifying party or ---------- Indemnified Party parties under this section 6 Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve it from any liability that it may have to any indemnified party under the foregoing provisions of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of any the action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to from the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desiresindemnified party, jointly with any other indemnifying party similarly noticednotified, to assume control the defense of the defense thereof action, with counsel mutually satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the Indemnified Person or reasonable costs of investigation subsequently incurred by the Indemnified Party, as indemnified party in connection with the case may be; provided that an Indemnified Person or Indemnified Party shall defense. The indemnified party will have the right to retain employ its own counsel with in any such action, but the fees fees, expenses and expenses to other charges of such counsel will be paid at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, if, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in the reasonable opinion of counsel retained by addition to those available to the indemnifying party, (iii) a conflict or potential conflict exists (based on advice of counsel to the representation by such counsel of indemnified party) between the Indemnified Person or Indemnified Party indemnified party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel (in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (iv) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the threat or commencement of any such action shall not relieve such the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent parties. It is understood that the indemnifying party is prejudiced or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not be liable for any settlement of any action or claim effected without its ability written consent (which consent will not be unreasonably withheld). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to defend such action. The indemnification required the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this section 6 shall be made Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by periodic payments or on behalf of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableany indemnified party.

Procedures. Promptly If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 10.1 or Section 10.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any action (including any governmental action)such Third Party Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party a written notice in writing of the commencement thereof, and enclosing a copy of all papers served, if any; provided that the omission to so notify such indemnifying party will not relieve the indemnifying party shall from any liability that it may have the right to participate inany indemnified party under Section 10.1 or Section 10.2 unless, and, and only to the extent that, the indemnifying party so desires, jointly with is actually prejudiced by such omission. In the event that any other indemnifying Third Party Claim is brought against an indemnified party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to and it notifies the indemnifying party of the commencement thereof in accordance with this Section 10.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and the Indemnified Person or the Indemnified Partyexpense, as the case may be; provided that to participate therein. In any such Third Party Claim, an Indemnified Person or Indemnified Party indemnified party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the sole cost and expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any indemnifiable Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party, effect any settlement, compromise or discharge of the investigation any pending or defensethreatened Third Party Claim in respect of which any indemnified party is or would have been a party and indemnity would have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any continuing material obligation or restrictions on such indemnified party.

Procedures. Promptly after receipt The indemnification contained in this Section 7.1 shall be implemented as follows: (i) Such indemnity shall extend to any actual loss, cost, expense, liability, fines, obligation or damage (“Loss”) incurred or suffered by the indemnified party, including reasonable fees and expenses of attorneys, technical experts and expert witnesses reasonably incident to the Adverse Consequences indemnified against. (ii) The amount of each payment claimed by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is indemnified party to be made against any indemnifying owing and the basis for such claim, together with a list identifying to the extent reasonably possible each separate item of Loss for which payment is so claimed, shall be set forth by such party under this section 6, deliver in a statement delivered to the indemnifying party (the “Claim Notice”). The amount claimed (the “Claim Amount”) shall be paid by such indemnifying party as and to, and only to the extent required herein within 30 days after receipt of such statement or after the amount of such payment has been finally established, whichever last occurs (the “Indemnity Payment Date”). (iii) Promptly after notification to an indemnified party with respect to any claim or legal action or other matter that may result in a Loss for which indemnification may be sought under this Section 7.1, such indemnified party shall give written notice of such claim, legal action or other matter to the commencement thereofindemnifying party and, at the request of such indemnifying party, shall furnish the indemnifying party or its counsel with copies of all pleadings and other information with respect to such claim, legal action or other matter and shall, at the election of the indemnifying party made within 60 days after receipt of such notice, permit the indemnifying party to assume control of such claim, legal action or other matter with counsel reasonably satisfactory to the indemnified party (to the extent only that such claim, legal action or other matter relates to a Loss for which the indemnifying party is liable), including the determination of all appropriate actions, the negotiation of settlements on behalf of the indemnified party, and the conduct of litigation, through attorneys of the indemnifying party’s choice; provided, however, that no such settlement can result in any liability or cost to the indemnified party without its consent. In the event of such an election by the indemnifying party to assume control, (A) any expense incurred by the indemnified party thereafter for investigation or defense of the matter shall be borne by the indemnified party, and (B) the indemnified party shall give all reasonable information and assistance, other than pecuniary, that the indemnifying party shall have deem necessary to the right proper defense of such claim, legal action, or other matter. In the absence of such an election, the indemnified party will use its reasonable efforts to participate indefend, at the indemnifying party’s expense, any claim, legal action or other matter to which such other party’s indemnification under this Section 7.1 applies until the indemnifying party assumes such defense, and, to the extent if the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, fails to assume control of such defense within the defense thereof with counsel mutually satisfactory to time period provided above, settle the indemnifying party and same in the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by indemnified party’s reasonable discretion at the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such ’s expense, loss, damage or liability is incurred and is due and payable.

Procedures. Promptly after (a) In order for a party (the "indemnified party"), to be entitled to ----------------- any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party ----------------- in writing of the Third Party Claim promptly following receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 such indemnified party of written notice of the commencement of any action (including any governmental action)Third Party Claim; provided, however, ----------------- that failure to give such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is notification shall not affect the indemnification provided hereunder except to be made against any the extent the indemnifying party under this section 6shall have been actually prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party a written notice of party, promptly following the commencement indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim and not also addressed to the indemnifying party. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably ----------------- objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of in the defense thereof with counsel mutually satisfactory and to the indemnifying party and the Indemnified Person or the Indemnified Partyemploy counsel, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain at its own expense, separate from the counsel with the fees and expenses to be paid employed by the indemnifying party, ifit being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the reasonable opinion of counsel retained by defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party, 's request) the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice provision to the indemnifying party within of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a reasonable time after the threat or commencement mutually convenient basis to provide additional information and explanation of any such action material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not relieve admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any liability to the Indemnified Person settlement, compromise or Indemnified discharge of a Third Party under this section 6, except to the extent Claim that the indemnifying party is prejudiced may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in its ability connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to defend such action. The indemnification required by this section 6 assume the defense of any Third Party Claim (and shall be made liable for the fees and expenses of counsel incurred by periodic payments the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, would reasonably be expected to have a material adverse effect on the assets, business, financial condition of results of operations of the amount thereof during indemnified party and cannot be separated from any related claim for money damages; provided, -------- however, that the course indemnifying party will not be bound by any determination in ------- such Third Party Claim so defended by the indemnified party, or any compromise or settlement effected without its consent. If such equitable relief or other relief portion of the investigation or defenseThird Party Claim can be so separated from that for money damages, as such expense, loss, damage or liability is incurred and is due and payablethe indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Procedures. Promptly after receipt by an Indemnified Person a party indemnified pursuant to the provisions of Section 5.1 or ---------- Indemnified Party under this section 6 Section 5.2 of notice of the commencement of any action (including any governmental action)involving the subject matter of the foregoing indemnity provisions, such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim in respect claim thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice pursuant to the provisions of Section 5.1 or Section 5.2, notify the indemnifying party of the commencement thereof; provided the omission to so notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under this Article 7, and shall not relieve the indemnifying party from liability under this Article 7, except to the extent that such indemnifying party is materially prejudiced by such omission. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any other indemnifying party similarly noticednotified, to assume control of the defense thereof thereof, with counsel mutually reasonably satisfactory to such indemnified party, and after notice from the indemnifying party and to such indemnified party of its election to assume the Indemnified Person defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of Section 5.1 or the Indemnified Party, as the case may be; provided that an Indemnified Person Section 5.2 for any legal or Indemnified Party shall have the right to retain its own counsel other expense subsequently incurred by such indemnified party in connection with the fees and expenses defense thereof. No indemnifying party shall be liable to be paid by an indemnified party for any settlement of any action or claim without the consent of the indemnifying party, if, in . No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the reasonable opinion of counsel retained giving by the indemnifying party, the representation by claimant or plaintiff to such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying indemnified party of any an unconditional release from all liability in respect to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation , claim or defense, as such expense, loss, damage or liability is incurred and is due and payablelitigation.

Procedures. Promptly If any Third Party Claim shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 9.1 or Section 9.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any action (including any governmental action)such Third Party Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party a written notice in writing of the commencement thereof, and enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party shall from any liability that it may have to any indemnified party under Section 9.1 or Section 9.2 unless, and only to the right extent that, the indemnifying party is actually prejudiced by such omission. In the event that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 9.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so desiresto assume the defense thereof, jointly with any other the indemnifying party similarly noticedwill not, subject to assume control of the immediately succeeding sentence, be liable to such indemnified party under this Article IX for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof with counsel mutually satisfactory to the indemnifying other than reasonable costs of investigation. In any such Third Party Claim, an indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the sole cost and expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during indemnified party, effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the course case may be, (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the indemnified party, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the investigation or defenseSecurities Exchange Act of 1934, as amended. from all liability on claims that are the subject matter of such expenseclaim or proceeding, loss(ii) does not include any statement as to an admission of fault, damage culpability or liability is incurred failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any continuing material obligation or restrictions on such indemnified party.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 3.1 of notice of the threat or commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any an indemnifying party under this section 6Section 3.1 promptly notify each such indemnifying party in writing thereof, deliver but the failure or delay to notify such indemnifying parties will not relieve such indemnifying parties from any liability that they may have to any indemnified party under the indemnity agreement contained in Section 3.1, except to the extent that its ability to defend is actually impaired by such failure or delay. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from any indemnifying party, the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right will be entitled to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any all other indemnifying party parties similarly noticednotified, to assume control of the defense thereof with counsel mutually reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on the advice of counsel reasonably satisfactory to the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the Indemnified Person indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the Indemnified Partyindemnifying party, as the case may be; provided that an Indemnified Person indemnified party or Indemnified Party parties shall have the right to retain select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties, and the cost of such defense shall constitute indemnifiable Losses hereunder. Upon receipt of notice from the indemnifying party to such indemnified party of its own counsel election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under Section 3.1 for any legal or other expenses subsequently incurred by such indemnified party in connection with the fees and defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to be paid by the such indemnifying party, if, representing all of the indemnified parties who are parties to any one action or series of related actions in the reasonable opinion of same jurisdiction (other than local counsel retained by the indemnifying party, the representation by in any such counsel of the Indemnified Person jurisdiction)) or Indemnified Party and (ii) the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such shall not have employed counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice reasonably satisfactory to the indemnifying indemnified party to represent the indemnified party within a reasonable time after the threat or notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event shall any such action shall not relieve such indemnifying party be liable for any settlement or in respect of any liability to the Indemnified Person amounts paid in settlement of any claim, action or Indemnified Party under this section 6, except to the extent that proceeding unless the indemnifying party is prejudiced shall have approved in its ability to defend writing the terms of such actionsettlement; provided, however, that such consent shall not be unreasonably withheld or delayed. The indemnification required by this section 6 shall be made by periodic payments No indemnifying party shall, without the prior written consent of the amount thereof during indemnified party, effect any settlement of any pending or threatened claim, action or proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all Losses that are the course subject matter of such claim, action or proceeding, unless such settlement (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of the investigation subject claim, action or defenseproceeding and (y) does not include any statement as to or any admission of fault, as such expense, loss, damage culpability or liability is incurred and is due and payablea failure to act by or on behalf of any indemnified party.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the The indemnifying party shall have the right to participate inassume and control the defense, and, compromise or settlement of the Third Party Claim with its own counsel (reasonably satisfactory to the extent indemnified party) if the indemnifying party so desiresdelivers written notice to the indemnified party within thirty (30) days following the indemnifying party’s receipt of notice of the Third Party Claim from the indemnified party acknowledging its obligations to indemnify the indemnified party with respect to such Third Party Claim in accordance with this Section 6; provided, jointly with any other however, that the indemnifying party similarly noticedshall not enter into any settlement of any Third Party Claim unless such settlement (1) involves only the payment of money damages by the indemnifying party, (2) does not require the indemnified party to assume control pay any monies in connection therewith, (3) does not involve any admission of liability on the part of the indemnified party, and (4) provides for a full release in favor of the indemnified party with respect to the matter or claim at issue. In its defense, compromise or settlement of any Third Party Claim, the indemnifying party shall timely provide the indemnified party with such information with respect to such defense, compromise or settlement as the indemnified party shall request, and shall not assume any position or take any action that would impose an obligation of any kind on, or restrict the actions of, the indemnified party. The indemnified party shall retain the right to employ its own counsel and to participate in the defense thereof of any Third Party Claim, the defense of which has been assumed by the indemnifying party pursuant hereto, but the indemnified party shall bear and shall be solely responsible for its own costs and expenses in connection with such participation, unless (1) the indemnified party has been advised by counsel mutually satisfactory that representation of the indemnified party and the indemnifying party by the same counsel presents a conflict of interest under applicable standards of professional conduct, (2) the indemnified party has been advised by counsel that there may be legal defenses available to it which are different from or in addition to the defenses available to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion judgment of counsel retained by the indemnifying party, the representation by such counsel of it is advisable for the Indemnified Person indemnified party to employ separate counsel or Indemnified Party and (3) the indemnifying party would be inappropriate due shall have failed to actual or potential differing interests between prosecute such Indemnified Person or Indemnified Party defense actively, diligently and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payablegood faith.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party (including any controlling person) under this section 6 Section 8 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any the indemnifying party under this section 6Section 8, deliver to notify the indemnifying party a written notice in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 8. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified part, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in, and, to in the extent defense of such action on behalf of such indemnified party. Upon receipt of notice from the indemnifying party to such indemnified party of its election so desiresto assume the defense of such action and approval by the indemnified party of counsel, jointly with any other the indemnifying party similarly noticed, will not be liable to assume control of such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof thereof, unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by the Representatives in the case of paragraph (a) of this Section 8, representing the indemnified party under such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel mutually reasonably satisfactory to the indemnifying indemnified party and to represent the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying indemnified party within a reasonable time after the threat or notice of commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person action, or Indemnified Party under this section 6, except to the extent that (iii) the indemnifying party has authorized the employment of separate counsel for the indemnified party at the expense of the indemnifying party, and except that, if clause (i) or (iii) is prejudiced in its ability to defend applicable, such action. The indemnification required by this section 6 liability shall be made by periodic payments only in respect of the amount thereof during the course of the investigation counsel referred to in such clause (i) or defense, as such expense, loss, damage or liability is incurred and is due and payable(iii). Any indemnifying party shall not be obligated under any settlement agreement relating to any action under this Section 8 to which it has not agreed in writing.

Procedures. Promptly after receipt by an Indemnified ---------- Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 10 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any indemnifying party under this section 6Section 10, deliver to the indemnifying party a written notice of the commencement thereof, thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partyparties, as the case may beacting reasonably; provided provided, however, that an Indemnified Person or Indemnified Party indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain its own counsel one separate counsel, with the fees and expenses to be paid by the indemnifying party, if, in if representation of such indemnified party by the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party indemnified party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after of the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party indemnified party under this section 6, except Section 10 or of any liability that it may have to any indemnified party otherwise than under this Section 10. An indemnifying party may settle any action or claim under this Section 10 at any time without the consent of the indemnified party so long as such settlement involves no cost or liability to the extent that the indemnifying indemnified party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments and includes an unconditional release of the amount thereof during the course of the investigation indemnified party from all liability with respect to such claim or defense, as such expense, loss, damage or liability is incurred and is due and payableaction.

Procedures. Promptly after receipt by an Indemnified Person or ---------- any Indemnified Party of a complaint, claim or other written notice of any loss, claim, damage, liability or action giving rise to a claim for indemnification under this section 6 of notice of Section 6, the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party claiming indemnification under this section 6, deliver to Section 6 shall notify the indemnifying party a written notice of the commencement thereofcomplaint, notice, claim or action, and the indemnifying party shall have the right to participate ininvestigate and defend the loss, andclaim, damage, liability or action; provided, that the failure of the Indemnified Party to promptly notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the Indemnified Party otherwise than under Section 6, or under Section 6 to the extent that the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control has not been materially prejudiced as a proximate result of the defense thereof with counsel mutually satisfactory failure to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or provide notice. The Indemnified Party shall have the right to retain its own employ separate counsel with in the action and to participate in the defense of the action, but the fees and expenses to of the counsel shall not be paid by at the expense of the indemnifying party. If the defendants in any action shall include more that one Indemnified Party, if, and any of these Indemnified Parties shall reasonably conclude that counsel selected by the Corporation has a conflict of interest which under the Rules of Professional Conduct of the Florida State Bar Association (or other body regulating the practice of law in the reasonable opinion State of counsel retained by the indemnifying party, Florida) would prohibit the representation by such counsel because of the availability of different or additional defenses to any of the Indemnified Person or Indemnified Parties, the indemnified Party and shall have the right to select separate counsel reasonably acceptable to the Corporation to participate in the defense of the claim on its behalf, at the expense of the indemnifying party who would otherwise be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel liable for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party losses under this section Section 6, except to the extent it being understood, however, that the indemnifying party is prejudiced shall not, in its ability connection with any one action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Parties; provided, however, that if the parties shall not agree that a conflict of interest between the Indemnified Parties exists, then the parties shall submit the issue to defend such actionthe State Bar Association of Florida to determine whether a conflict of interest exists, and the determination of the State Bar Association of Florida shall be binding on the parties. The indemnification required by Indemnified Parties shall cooperate fully in the defense of any claim under this section Section 6 and each Indemnified Party shall make available to the Corporation pertinent information under the Indemnified Party's control relating to the claim. In no event shall the indemnifying party be made by periodic payments obligated to indemnify any party for any settlement of any claim or action effected without the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableindemnifying party's consent.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party A party seeking indemnification under this section 6 of Section 9 shall provide prompt notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver its claim for indemnification to the indemnifying party a written party; provided, however, that failure to give prompt notice shall not affect the indemnifying party’s obligations under this Section 9 unless and to the extent that the failure materially prejudices the defense of the commencement thereofclaim. The indemnifying party may select counsel to defend the indemnified party in respect of any indemnified claim under this Section 9; provided, and however, that the counsel selected must be qualified to defend the indemnified claim in the judgment of the indemnified party, which judgment shall not be unreasonably withheld or delayed. The indemnified party shall keep the indemnifying party fully informed of the status of the claim, including all communications from the claimant, and shall cooperate with the indemnifying party with respect to any judicial proceeding or dispute resolution procedure. The indemnifying party shall not settle any claim covered by this Section 9 without the written consent in advance of the indemnified party, which consent shall not be unreasonably withheld or delayed. If, however, such settlement shall be only for a monetary amount covered by the indemnifying party’s indemnification obligation under this Section 9 and shall not impose any other liability on the indemnified party, then, no consent shall be required from the indemnified party. Notwithstanding anything in this Section 9 to the contrary, if we are indemnifying multiple Clients related to the subject matter of the indemnification claim, we shall have the right to participate in, and, seek consolidation of all such actions and to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with select counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableactions.

Procedures. Promptly after receipt by As soon as an Indemnified Person indemnified Party receives notice or ---------- Indemnified otherwise obtains knowledge of any third-party claim that may give rise to any claim for indemnification hereunder, the indemnified Party under this section 6 of will promptly provide the indemnifying Party with written notice describing the third-party claim. The indemnifying Party will have the right, at its election and at its sole expense, to assume the defense of the commencement third-party claim with its own counsel. If the indemnifying Party elects to assume the defense of any action the third-party claim, then the indemnifying Party’s obligations under Section 12.1 or 12.2 above (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver as applicable) are subject to the conditions that the indemnified Party (and its applicable Subsidiaries and, in the case of SCI, ON): (a) give the indemnifying Party access to all information in the indemnified Party’s control that are reasonably relevant to the third-party claim (except in instances where providing such access could destroy the attorney-client privilege with respect to such information); [*] Portions denoted with an asterisk on this page have been omitted and filed separately with the Securities and Exchange Commission pursuant to a written notice request for confidential treatment. (b) not admit any liability with respect to the third-party claim; (c) allow the indemnifying Party to control the defense and settlement of the commencement thereofclaim, and and (d) cooperate with the indemnifying party shall Party, at the indemnifying Party’s reasonable request and expense, in defending or settling the claim. The indemnifying Party will have the exclusive right to participate insettle, andcompromise, to or adjust the extent indemnified claim with the prior written consent of the indemnified Party (which consent will not be unreasonably withheld). If the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, Party elects not to assume control of the defense thereof with of the third-party claim, then the indemnified Party will defend such third-party claim using counsel mutually satisfactory to of its choice and may settle, compromise, or adjust such third-party claim on such terms as the indemnified Party may consider appropriate without the prior written consent of the indemnifying Party. In the event that the indemnifying Party elects not to assume control of the defense of the third party and claim, then the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified indemnifying Party shall have the right to retain its own counsel with the fees be responsible for all costs incurred and expenses to be damages paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel indemnified Party as a result of the Indemnified Person or Indemnified Party and the indemnifying third party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceedingclaim. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall indemnifying Party will be selected by the Investors holding relieved of its obligations under this Section 12 as a majority result of the Registrable Securities included in the Registration Statement to which the Claim relates. The indemnified Party’s failure to deliver written give such notice to the indemnifying party within a reasonable time after the threat or commencement of any provide such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except cooperation only if and to the extent that such failure prejudices the indemnifying party is prejudiced in its Party’s ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableperform its obligations above.

Procedures. Promptly As soon as reasonably practicable after receipt by an Indemnified Person or ---------- Indemnified Party indemnitee (a “Claimant”) has actual knowledge of any claim that it has under this section 6 Section 7 that could reasonably be expected to result in Adverse Consequences for which Claimant is entitled to indemnification under this Section 7 (“Indemnifiable Claim”), the Claimant shall promptly notify the Party responsible for indemnification (“Indemnifying Party”) in writing, pursuant to the Notice provision set forth in Section 9(g), of such Indemnifiable Claim (a “Claims Notice”). No delay in or failure to give notice of an Indemnifiable Claim will adversely affect any of the commencement of any action (including any governmental action), such Indemnified Person other rights or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party remedies that the Claimant has under this section 6, deliver Agreement or alter or relieve an Indemnifying Party of its obligation to indemnify the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, Claimant except to the extent that the indemnifying party an Indemnifying Party is prejudiced thereby. Subject to the provisions of this Section 7, generally, in the event of a non-third party claim against a Claimant for which indemnification is available hereunder, the Indemnifying Party shall respond to the Claimant (a “Claim Response”) within forty-five (45) days (the “Response Period”) after the date that the Claims Notice is given by the Claimant. Any Claim Response must specify whether or not the Indemnifying Party disputes the claim described in the Claims Notice or if additional information is required. If the Indemnifying Party fails to give a Claim Response within the Response Period, the Indemnifying Party will be deemed not to dispute the claim described in the related Claims Notice. If the Indemnifying Party elects not to dispute a claim described in a Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Adverse Consequences alleged in such Claims Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall satisfy such obligation within fifteen (15) days after the last day of the applicable Response Period in the amount specified in the Claims Notice. If the Indemnifying Party delivers a Claim Response within the Response Period indicating that it disputes one or more of the matters identified in the Claims Notice or requests additional information, a representative of Buyer and Sellers shall promptly meet and use their reasonable efforts to settle the dispute. Buyer, SGM and Sellers shall cooperate with and make available to the other Party and their respective representatives all information, records and data, and shall permit reasonable access to its ability facilities and personnel, as may be reasonably required in connection with the resolution of such disputes. If Buyer’s representative and Sellers are unable to reach agreement within thirty (30) days after the conclusion of the Response Period, then either Buyer or Sellers may resort to other legal remedies subject to the limitations set forth in this Section 7. If Buyer and Sellers are able to reach an agreement during the term of the Escrow Account with respect to the Indemnifiable Claim at issue, resulting in Sellers owing money to Buyer, then Buyer and Sellers shall promptly execute and deliver joint written instructions instructing the Escrow Agent to release an amount from the Escrow Funds equal to (i) the agreed upon or finally determined amount of any claim in which any of the Buyer Group is the Claimant, which shall be released to Buyer and (ii) an amount equal to the excess (if any) of the remaining Escrow Funds over the aggregate amount of all claims identified in a Claims Notice (if any) that have not been agreed upon or finally determined on or prior to the Cut Off Date, which shall be released to Sellers, in each case accordance with the terms of such joint instruction and the terms of the Escrow Agreement. Subject to the provisions of this Section 7 generally, in the event of a claim by a third party against a Claimant for which indemnification is available hereunder (a “Third Party Claim”), the Indemnifying Party shall have the right, exercisable by delivery of written notice to the Claimant, to assume and direct the defense against, negotiate, settle or otherwise deal with (including the employment of counsel) any such Third Party Claim, and all fees, costs and expenses incurred by the Indemnifying Party or at its request, in connection with defending or settling such Third Party Claim by the Indemnifying Party shall be borne solely by the Indemnifying Party (subject to the limitations set forth in this Section 7) and any costs or expenses incurred on by or on behalf of the Claimant or at its request shall be borne solely by the Claimant; provided, however, that the Indemnifying Party shall not settle or compromise any such Third Party Claim or permit a default or consent to entry of any judgment without the prior written consent of the Claimant, which consent shall not be unreasonably withheld or delayed, provided, however, such consent shall not be required, if such settlement, compromise or consent: (1) requires only the payment of money damages and contains an unconditional release of the Claimant and its officers, directors, employees and Affiliates from all Liability arising out of such Third Party Claim, (2) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Claimant, and (3) the Indemnifying Party agrees in writing that the entire amount of such proposed settlement constitutes Adverse Consequences for which the Indemnifying Party is responsible and that the Indemnifying Party shall satisfy such Adverse Consequences in full, subject to the limitations contained in this Section 7. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with such actionThird Party Claim, it shall, within ten (10) business days, notify the Claimant of its intent to do so and the Claimant agrees to cooperate fully with the Indemnifying Party and its counsel in the settlement, compromise of, or defense against, any such asserted Liability; provided, however, so long as the Indemnifying Party is actively and diligently pursuing the defense, negotiation settlement or otherwise dealing with the Third Party Claim, the Indemnifying Party shall not be liable or responsible for the costs and expenses of the Claimant, including, but not limited to, the Claimant’s attorneys’ fees. Notwithstanding an election by the Indemnifying Party to assume the defense of a Third Party Claim, the Claimant shall have the right, at its sole cost and expense, to employ separate counsel to monitor the defense of such claim; provided, however, neither the Claimant nor its counsel shall have any direct contact with such third party claimant or attempt to settle, compromise or otherwise attempt to resolve such Third Party Claim without the consent and participation of the Indemnifying Party. The indemnification required Claimant shall cooperate in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, discovery, trial and defense of a Third Party Claim and any appeal arising therefrom. All reasonable third party costs and expenses incurred in connection with a Claimant’s cooperation, as requested by this section 6 the Indemnifying Party in writing, shall be made borne by periodic payments of the amount thereof during Indemnifying Party, subject to the course of limitations set forth in this Section 7. To the investigation extent the Claimant is Buyer and Buyer seeks indemnification, pursuant to this Section 7, from either or defenseboth Sellers, the Parties hereby agree that all rights, claims and counterclaims against any third party (other than the Buyer) which SGM may have shall be available to Sellers as the Indemnifying Party in connection with such expense, loss, damage or liability is incurred and is due and payableClaim.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 2.7 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any indemnifying party under this section 6Section 2.7, deliver to the indemnifying party a written notice of the commencement thereof, thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partyparties; provided, as the case may be; provided however, that an Indemnified Person or Indemnified Party indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain its own counsel one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if, in if representation of such indemnified party by the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party indemnified party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after of the threat or commencement of any such action action, if prejudicial to its ability to defend such action, shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party indemnified party under this section 6Section 2.7, except but the omission so to the extent that deliver written notice to the indemnifying party is prejudiced will not relieve it of any liability that it may have EXECUTION COPY to any indemnified party otherwise than under this Section 2.7. No indemnifying party, in its ability the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to defend entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such actionindemnified party of a release from all liability in respect to such claim or litigation. The indemnification required by indemnity agreements contained in this section 6 Section 2.7 shall be made by periodic payments not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableindemnifying party.

Procedures. Promptly (a) In order for a party (the “indemnified party”), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any Person against the indemnified party (a “Third Party Claim”), such indemnified party must notify the indemnifying party in writing (and in reasonable detail) of the Third Party Claim within 10 Business Days after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 such indemnified party of written notice of the commencement of any action (including any governmental action)Third Party Claim; provided, however, that failure to give such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is notification shall not affect the indemnification provided hereunder except to be made against any the extent the indemnifying party under this section 6shall have been actually and materially prejudiced as a result of such failure (except that the indemnifying party shall not be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party, within five Business Days’ time after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a written Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, that (i) the indemnifying party notifies the indemnified party in writing within 15 days after the indemnified party has given notice of the commencement thereofThird Party Claim that the indemnifying party will indemnify the indemnified party from and against the entirety of any Losses the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the indemnifying party provides the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the indemnified party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the indemnified party, and (v) the indemnifying party conducts the defense of the Third Party Claim actively and diligently. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of in the defense thereof with counsel mutually satisfactory and to the indemnifying party and the Indemnified Person or the Indemnified Partyemploy counsel, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain at its own expense, separate from the counsel with the fees and expenses to be paid employed by the indemnifying party, ifit being understood that the indemnifying party shall control such defense (so long as it is actively and diligently doing so). The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the Third Party Claim as provided above). If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the reasonable opinion of counsel retained by defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party, ’s request) the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice provision to the indemnifying party within of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a reasonable time after the threat or commencement mutually convenient basis to provide additional information and explanation of any such action material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not relieve admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any liability to the Indemnified Person settlement, compromise or Indemnified discharge of a Third Party under this section 6, except to the extent Claim that the indemnifying party is prejudiced in may recommend that involves solely money damages (and not any injunctive or other relief) and that by its ability terms obligates the indemnifying party to defend such action. The indemnification required by this section 6 shall be made by periodic payments pay the full amount of the amount thereof during liability in connection with such Third Party Claim and which releases the course of the investigation or defense, as indemnified party completely in connection with such expense, loss, damage or liability is incurred and is due and payableThird Party Claim.

Procedures. Promptly after receipt by an Indemnified Person indemnified party under Sections 9.1 or ---------- Indemnified Party under this section 6 9.2 above of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party indemnified party shall, if a Claim claim in respect thereof is to be made against any the indemnifying party under this section 6such subsection, deliver to notify the indemnifying party a written notice in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, and the indemnifying party shall have the right be entitled to participate in, therein and, to the extent the indemnifying party so desiresthat it shall wish, jointly with any other indemnifying party similarly noticednotified, to assume control the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof with counsel mutually satisfactory other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the indemnifying entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder (whether or not the indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided that is an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between party to such Indemnified Person action or Indemnified Party and any other party represented by claim) unless such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investorssettlement, and such legal counsel shall be selected by the Investors holding a majority compromise or judgment (i) includes an unconditional release of the Registrable Securities included in the Registration Statement indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to which the Claim relates. The or an admission of fault, culpability or a failure to deliver written notice to the indemnifying party within a reasonable time after the threat act, by or commencement on behalf of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableindemnified party.

Procedures. Promptly after receipt This Section 10.3 shall apply to Claims by a third party covered by this Article 10. In the event that an Indemnified Person or ---------- Indemnified Party under indemnified party becomes aware of a third party Claim that the indemnified party reasonably believes may result in a demand for indemnification pursuant to this section 6 of notice of Article 10, the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying indemnified party under this section 6, deliver to shall promptly notify the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relatesClaim. The failure to deliver written promptly give such notice to shall not, however, relieve the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, its indemnification obligations except to the extent that the indemnifying party is actually prejudiced thereby. The indemnifying party shall have the right, in its ability sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection; provided, however, the indemnifying party shall not have the right to defend or direct the defense of any such actionClaim if the indemnifying party refuses to acknowledge fully the indemnifying party’s obligations under this Article 10 to the indemnified party (in the event any Damages are incurred by any Buyer Parties) or contests, in whole or in part, such obligations, and further provided, the indemnifying party shall not have the right to defend or direct the defense of such Claim if: (i) the third party asserting the claim is a customer of the Buyer or the Company; (ii) an adverse judgment with respect to the Claim will establish a precedent materially adverse to the continuing business interests of the Buyer and/or the Company; (iii) there is a conflict of interest between the indemnifying party and the indemnified party in the conduct of such defense; or (iv) such Claim is criminal in nature, could reasonably be expected to lead to criminal proceedings, or seeks an injunction or other equitable relief against the indemnified party. The indemnification required by this section 6 indemnified party shall be made by periodic payments of have the amount thereof during right, but not the course of the investigation or defenseobligation, as such to participate, at its own expense, lossin the defense thereof through counsel of its own choice and shall have the right, damage but not the obligation, to assert any and all crossclaims or liability counterclaims it may have. The indemnified party shall, and shall cause its Affiliates (and their respective directors, officers, agents and employees), to at all times cooperate in all reasonable ways with, make their relevant files and records available for inspection and copying by, or otherwise render reasonable assistance to, the indemnifying party (i) in its defense of any action for which indemnity is incurred sought under this Article 10, and is due (ii) its prosecution of any related claim, cross-complaint, counterclaim or right of subrogation. In the event the indemnifying party fails to timely defend, contest or otherwise protect against any such Claim or if the indemnified party has the right to retain the defense of Claim hereunder, the indemnified party shall have the right, but not the obligation, to defend, contest, assert crossclaims or counterclaims or otherwise protect against the same at the indemnifying party’s expense. No Claim subject hereto may be settled unless the indemnified party and payablethe indemnifying party consent thereto, such consent not to be unreasonably withheld.

Procedures. Promptly after receipt (a) Any claim under Section 9.2 or Section 9.3 shall be made in a written statement signed by an Indemnified Person the party seeking indemnification which shall specify in reasonable detail each individual item of Indemnifiable Loss and the estimated amount thereof, the date such item was claimed or ---------- Indemnified Party under this section 6 of notice the facts giving rise to such claim were discovered, the basis for any alleged liability and the nature of the commencement of any action breach or claim to which each such item is related. (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to b) If the indemnifying party a does not pay the amount specified in any such statement within thirty (30) days after it has been delivered by the party seeking indemnification, the party seeking indemnification may enforce its right in accordance with law. (c) The party seeking indemnification shall give the indemnifying party prompt notice (but in no event later than ten (10) business days following receipt of written notice notice) of any third party claim, action or proceeding which might give rise to liability of the commencement thereof, and indemnifying party for indemnification hereunder. If the indemnifying party contests any third party claim, it will have the option to defend, at the indemnifying party's expense, any such matter, provided that the indemnified party shall have the right right, at its own cost and expense, to participate inin the defense of such claim or, and, to the extent if the indemnifying party so desireselects not to defend the claim, jointly with any other to conduct the defense on its own behalf. If the indemnifying party similarly noticed, to assume control of conducts the defense thereof with counsel mutually satisfactory of a claim, neither party will enter into any settlement agreement without the other party's consent; provided, that the indemnified party shall not object to any proposed settlement which requires only the payment of money by the indemnifying party and the Indemnified Person does not involve any admissions or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid stipulations by the indemnifying party, if, in indemnified party or any injunctive or similar relief or any other contractual obligations affecting the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person indemnified party or Indemnified Party its business and operations. The indemnified party shall cooperate with the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to defense, compromise or settlement of any claim for which the Claim relatesindemnification is sought. The failure to deliver written notice to If the indemnifying party within a reasonable time after elects not to conduct the threat defense of such claim, the indemnified party shall be permitted to settle or commencement of compromise any such action claim on such terms as it deems appropriate and such settlement or compromise shall not relieve such indemnifying party of any liability prejudice its rights to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payablehereunder.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 8(g) of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any indemnifying party under this section 6Section 8(g), deliver to the indemnifying party a written notice of the commencement thereof, thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partyparties; provided, as the case may be; provided however, that an Indemnified Person or Indemnified Party indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain its own counsel one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if, in if representation of such indemnified party by the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party indemnified party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after of the threat or commencement of any such action action, if materially prejudicial to its ability to defend such action, shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party indemnified party under this section 6Section 8(g), except but the omission so to the extent that deliver written notice to the indemnifying party is prejudiced will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 8(g). No indemnifying party, in its ability the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to defend entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such actionindemnified party of a release from all liability in respect to such claim or litigation. The indemnification required by indemnity agreements contained in this section 6 Section 8(g) shall be made by periodic payments not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the amount thereof during the course of the investigation or defenseindemnifying party, as such expense, loss, damage or liability is incurred and is due and payableconsent not to be unreasonably withheld.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section Section 6 of notice of the threat or commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any an indemnifying party under this section Section 6, deliver to promptly notify the indemnifying party a written notice of the commencement in writing thereof, and but the omission to notify the indemnifying party shall will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the right indemnity agreement contained in this Section 6 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any all other indemnifying party parties similarly noticednotified, to assume control of the defense thereof with counsel mutually reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the Indemnified Person indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the Indemnified Partyindemnifying party, as the case may be; provided that an Indemnified Person indemnified party or Indemnified Party parties shall have the right to retain select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its own counsel election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the fees and defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to be paid by the such indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel representing all of the Indemnified Person indemnified parties who are parties to such action) or Indemnified Party and (ii) the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such shall not have employed counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice reasonably satisfactory to the indemnifying indemnified party to represent the indemnified party within a reasonable time after the threat or notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event shall any such action shall not relieve such indemnifying party be liable in respect of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that amounts paid in settlement of any action unless the indemnifying party is prejudiced shall have approved in its ability to defend writing the terms of such actionsettlement; provided, however, that such consent shall not be unreasonably withheld, conditioned or delayed. The indemnification required by this section 6 shall be made by periodic payments No indemnifying party shall, without the prior written consent of the amount thereof during indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the course subject matter of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableproceeding.

Procedures. Promptly after (a) In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of, or involving a claim made by any person against the indemnified party (a "Third-Party Claim"), such indemnified party must notify the indemnifying party in writing of the Third-Party Claim promptly following receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 such indemnified party of written notice of the commencement of any action (including any governmental action)Third-Party Claim; provided, however, that failure to give such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is notification shall not affect the indemnification provided hereunder except to be made against any the extent the indemnifying party under this section 6shall have been prejudiced as a result of such failure (except that the indemnifying party shall in no event be liable for any expenses incurred during the period in which the indemnified party failed to give such notice). Thereafter, the indemnified party shall deliver to the indemnifying party a written notice of party, promptly following the commencement indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim other than those notices and documents separately addressed to the indemnifying party. (b) If a Third-Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third-Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of in the defense thereof with counsel mutually satisfactory and to the indemnifying party and the Indemnified Person or the Indemnified Partyemploy counsel, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain at its own expense, separate from the counsel with the fees and expenses to be paid employed by the indemnifying party, ifit being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the Third-Party Claim as provided above). If the indemnifying party chooses to defend or prosecute a Third-Party Claim, all the indemnified parties shall cooperate in the reasonable opinion of counsel retained by defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party, 's reasonable request) the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice provision to the indemnifying party within of records and information that are reasonably relevant to such Third-Party Claim, and making employees available on a reasonable time after the threat or commencement mutually convenient basis to provide additional information and explanation of any such action material provided hereunder. If the indemnifying party assumes the defense of a Third- Party Claim, the indemnified party shall not relieve admit any liability with respect to, or settle, compromise, or discharge, such Third-Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third-Party Claim, the indemnified party shall agree to any liability to the Indemnified Person settlement, compromise, or Indemnified discharge of a Third-Party under this section 6, except to the extent Claim that the indemnifying party is prejudiced may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in its ability connection with such Third-Party Claim, that releases the indemnified party completely in connection with such Third-Party Claim, and that would not otherwise adversely affect the indemnified party. Notwithstanding the two foregoing paragraphs, the indemnifying party shall not be entitled to defend such action. The indemnification required by this section 6 assume the defense of any Third-Party Claim (and shall be made liable for the fees and expenses of counsel incurred by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.indemnified party in defending such

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 7.7 of notice of the threat or commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any an indemnifying party under this section 6Section 7.7, deliver to promptly notify the indemnifying party a written notice of the commencement in writing thereof, and but the omission to notify the indemnifying party shall will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the right indemnity agreement contained in this Section 7.7 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any all other indemnifying party parties similarly noticednotified, to assume control of the defense thereof with counsel mutually reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the Indemnified Person indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the Indemnified Partyindemnifying party, as the case may be; provided that an Indemnified Person indemnified party or Indemnified Party parties shall have the right to retain select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its own counsel election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7.7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the fees and defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to be paid by the such indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel representing all of the Indemnified Person indemnified parties who are parties to such action) or Indemnified Party and (ii)) the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such shall not have employed counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice reasonably satisfactory to the indemnifying indemnified party to represent the indemnified party within a reasonable time after the threat or notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event shall any such action shall not relieve such indemnifying party be liable in respect of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that amounts paid in settlement of any action unless the indemnifying party is prejudiced shall have approved in its ability to defend writing the terms of such actionsettlement; provided, however, that such consent shall not be unreasonably withheld or delayed. The indemnification required by this section 6 shall be made by periodic payments No indemnifying party shall, without the prior written consent of the amount thereof during indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the course subject matter of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableproceeding.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section 6 Section 5 of notice of the threat or commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any an indemnifying party under this section 6, deliver to Section 5 promptly notify the indemnifying party a written notice of the commencement in writing thereof, and but the omission to notify the indemnifying party shall will not relieve it from any liability that it may have to any indemnified party for contribution or otherwise under the right indemnity agreement contained in this Section 5 to the extent it is not prejudiced as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent the indemnifying party so desiresthat it may wish, jointly with any all other indemnifying party parties similarly noticednotified, to assume control of the defense thereof with counsel mutually reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party, and the indemnifying party and the Indemnified Person indemnified party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the Indemnified Partyindemnifying party, as the case may be; provided that an Indemnified Person indemnified party or Indemnified Party parties shall have the right to retain select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its own counsel election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses subsequently incurred by such indemnified party in connection with the fees and defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to be paid by the such indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel representing all of the Indemnified Person indemnified parties who are parties to such action) or Indemnified Party and (ii) the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such shall not have employed counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice reasonably satisfactory to the indemnifying indemnified party to represent the indemnified party within a reasonable time after the threat or notice of commencement of any such action action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. The indemnifying party shall not relieve such be liable for any settlement of any action without its written consent. In no event shall any indemnifying party be liable in respect of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that amounts paid in settlement of any action unless the indemnifying party is prejudiced shall have approved in its ability to defend writing the terms of such actionsettlement; provided, however, that such consent shall not be unreasonably withheld. The indemnification required by this section 6 shall be made by periodic payments No indemnifying party shall, without the prior written consent of the amount thereof during indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party unless such settlement provides for the course unconditional release of such indemnified party from all liability on claims that are the investigation or defense, as subject matter of such expense, loss, damage or liability is incurred and is due and payableproceeding.

Procedures. Promptly Any party that proposes to assert the right to be indemnified under this Section 8 shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any action (including any governmental action), suit or proceeding against such Indemnified Person or Indemnified Party shall, if a Claim party in respect thereof of which a claim is to be made against any an indemnifying party or parties under this section 6Section 8, deliver notify each such indemnifying party of the commencement of such action, suit or proceeding, but the omission so to notify such indemnifying party of any such action, suit or proceeding shall not relieve it from any liability that it may have to any indemnified party otherwise than under this Section. In the event any such action, suit or proceeding is brought against any indemnified party and such indemnified party notifies the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right be entitled to participate in, and, to the extent the indemnifying party so desiresthat it shall wish, jointly with any other indemnifying party similarly noticednotified, to assume control the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof with counsel mutually satisfactory to and the approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, except as provided below and except for the Indemnified Person or reasonable costs of investigation subsequently incurred by such indemnified party in connection with the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party defense thereof. The indemnified party shall have the right to retain employ its own counsel with in any such action, but the fees and expenses to of such counsel shall be paid at the expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been authorized in writing by the indemnifying partyparties, if(ii) the indemnified party shall have reasonably concluded that, because of the existence of different or additional defenses available to the indemnified party or of other reasons, there may be a conflict of interest between the indemnifying parties and the indemnified party in the reasonable opinion conduct of counsel retained by the defense of such action (in which case the indemnifying party, parties shall not have the representation by right to direct the defense of such counsel action on behalf of the Indemnified Person indemnified party) or Indemnified Party and (iii) the indemnifying party would be inappropriate due parties shall not have employed counsel to actual or potential differing interests between assume the defense of such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party action within a reasonable time after notice of the threat or commencement thereof, in each of any such action which cases the fees and expenses of counsel shall not relieve such indemnifying party be at the expense of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defenseparties, as such expense, loss, damage or liability is incurred and is due and payable.provided that

Procedures. Promptly after (a) In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing of the Third Party Claim promptly following receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 such indemnified party of written notice of the commencement of any action (including any governmental action)Third Party Claim; provided, however, that failure to give such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is notification shall not affect the indemnification provided hereunder except to be made against any the extent the indemnifying party under this section 6shall have been actually and materially prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party a written notice of party, promptly following the commencement indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim and not also addressed to the indemnifying party. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of in the defense thereof with counsel mutually satisfactory and to the indemnifying party and the Indemnified Person or the Indemnified Partyemploy counsel, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain at its own expense, separate from the counsel with the fees and expenses to be paid employed by the indemnifying party, ifit being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the reasonable opinion of counsel retained by defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party, 's request) the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice provision to the indemnifying party within of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a reasonable time after the threat or commencement mutually convenient basis to provide additional information and explanation of any such action material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not relieve admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any liability to the Indemnified Person settlement, compromise or Indemnified discharge of a Third Party under this section 6, except to the extent Claim that the indemnifying party is prejudiced may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in its ability connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to defend such action. The indemnification required by this section 6 assume the defense of any Third Party Claim (and shall be made liable for the fees and expenses of counsel incurred by periodic payments the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the amount thereof during Third Party Claim can be so separated from that for money damages, the course indemnifying party shall be entitled to assume the defense of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableportion relating to money damages.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party a written notice in writing of the commencement thereofof such claim, and demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party shall from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the right extent that, the indemnifying party is actually prejudiced by such omission. In the event that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so desiresto assume the defense thereof, jointly with any other the indemnifying party similarly noticed, will not be liable to assume control of such indemnified party under this Article 36 VII for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof with counsel mutually satisfactory to the indemnifying other than reasonable costs of investigation. In any such proceeding, an indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel to the indemnified party, in such proceeding. The Company shall pay which case the reasonable fees for only one separate legal counsel for the Investors, and expenses of such legal counsel shall be selected by at the Investors holding a majority expense of the Registrable Securities included in the Registration Statement to which the Claim relatesindemnifying party. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (such consent not to be unreasonably withheld), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party (such consent not to be unreasonably withheld), effect any settlement, compromise or discharge of the investigation any claim or defensepending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any obligation or restrictions on any indemnified party.

Procedures. (a) Promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 indemnified party hereunder of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party indemnified party shall, if a Claim claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any indemnifying liability which it may have to such indemnified party other than under this Section 8 and shall only relieve it from any liability which it may have to such indemnified party under this section 6, deliver Section 8 if and to the extent the indemnifying party a written notice is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 8. for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof; if the indemnified party retains its own counsel, then the indemnified party shall pay all fees, costs and expenses of such counsel, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate inin the defense of such action, and, with the reasonable expenses and fees of such separate counsel and other expenses related to the extent such participation to be reimbursed by the indemnifying party so desiresas incurred. (b) In order to provide for just and equitable contribution in the event of joint liability under the Securities Act in any case in which either: (i) the Purchaser, jointly with or any other indemnifying party similarly noticed, to assume control controlling person of the defense thereof with counsel mutually satisfactory Purchaser, makes a claim for indemnification pursuant to this Section 8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 8 provides for indemnification in such case; or (ii) contribution under the Securities Act may be required on the part of the Purchaser or controlling person of the Purchaser in circumstances for which indemnification is provided under this Section 8; then, and in each such case, the Company and the Purchaser will contribute to the indemnifying party and aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Indemnified Person or Purchaser is responsible only for the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid portion represented by the indemnifying partypercentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, ifprovided, however, that, in any such case, (A) the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel Purchaser will not be required to contribute any amount in excess of the Indemnified Person public offering price of all such securities offered by it pursuant to such registration statement; and (B) no person or Indemnified Party and entity guilty of fraudulent misrepresentation (within the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority meaning of Section 10 of the Registrable Securities included in the Registration Statement Act) will be entitled to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat contribution from any person or commencement entity who was not guilty of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payablefraudulent misrepresentation.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section Section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Procedures. Promptly after receipt by an Indemnified Any Person or ---------- Indemnified Party under this section 6 of entitled to indemnification hereunder shall (i) give prompt written notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a written notice conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the commencement thereofdefense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, and the indemnifying party shall have not be subject to any liability for any settlement made by the right to participate in, and, to the extent the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party so desireswho is not entitled to, jointly with any other indemnifying party similarly noticedor elects not to, to assume control of the defense thereof with counsel mutually satisfactory of a claim shall not be obligated to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to be paid by the indemnifying partysuch claim, if, unless in the reasonable opinion judgment of counsel retained by to any indemnified party a conflict of interest may exist if the indemnifying party, the representation by same counsel were to represent such counsel of the Indemnified Person or Indemnified Party and the indemnifying indemnified party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by of such counsel in indemnified parties with respect to such proceedingclaim. The Company In such instance, the conflicting indemnified parties shall pay reasonable fees for only have a right to retain one separate legal counsel for the Investorscounsel, and such legal counsel shall be selected chosen by the Investors holding Holders of a majority of the Registrable Securities included in the Registration Statement to which registration, at the Claim relatesexpense of the indemnifying party. The failure to deliver written notice No indemnifying party, in the defense of such claim or litigation, shall, except with the consent of each indemnified party, consent to the indemnifying party within a reasonable time after the threat or commencement entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such action shall not relieve such indemnifying indemnified party of any a release from all liability in respect to the Indemnified Person such claim or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payablelitigation.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party indemnified party under this section Section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shallindemnified party will, if a Claim claim in respect thereof is to be made against any indemnifying party under this section Section 6, deliver to the indemnifying party a written notice of the commencement thereof, thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Partyparties; PROVIDED, as the case may be; provided HOWEVER, that an Indemnified Person or Indemnified Party indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain its own one separate counsel (plus appropriate local counsel), with the fees and expenses to be paid by the indemnifying party, if, in if representation of such indemnified party by the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party indemnified party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after of the threat or commencement of any such action action, if prejudicial in any material respect to its ability to defend such action, shall not to the extent prejudicial relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party indemnified party under this section Section 6, except but the omission so to the extent that deliver written notice to the indemnifying party is prejudiced will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 6. No indemnifying party shall consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnifying party of a release from all liability in its ability to defend respect of such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Procedures. Promptly after (a) In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing of the Third Party Claim promptly following receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 such indemnified party of written notice of the commencement of any action (including any governmental action)Third Party Claim; provided, however, that failure to give such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is notification shall not affect the indemnification provided hereunder except to be made against any the extent the indemnifying party under this section 6shall have been actually prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party a written notice of party, promptly following the commencement indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim and not also addressed to the indemnifying party. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of in the defense thereof with counsel mutually satisfactory and to the indemnifying party and the Indemnified Person or the Indemnified Partyemploy counsel, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain at its own expense, separate from the counsel with the fees and expenses to be paid employed by the indemnifying party, ifit being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the reasonable opinion of counsel retained by defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party, 's request) the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice provision to the indemnifying party within of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a reasonable time after the threat or commencement mutually convenient basis to provide additional information and explanation of any such action material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not relieve admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any liability to the Indemnified Person settlement, compromise or Indemnified discharge of a Third Party under this section 6, except to the extent Claim that the indemnifying party is prejudiced may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in its ability connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to defend such action. The indemnification required by this section 6 assume the defense of any Third Party Claim (and shall be made liable for the fees and expenses of counsel incurred by periodic payments the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, would reasonably be expected to have a material adverse effect on the assets, business, financial condition of results of operations of the amount thereof during indemnified party and cannot be separated from any related claim for money damages; provided, however, that the course indemnifying party will not be bound by any determination in such Third Party Claim so defended by the indemnified party, or any compromise or settlement effected without its consent. If such equitable relief or other relief portion of the investigation or defenseThird Party Claim can be so separated from that for money damages, as such expense, loss, damage or liability is incurred and is due and payablethe indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Procedures. Promptly after (a) In order for a person (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing (and in reasonable detail) of the Third Party Claim promptly following receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 such indemnified party of written notice of the commencement of any action (including any governmental action)Third Party Claim; PROVIDED, HOWEVER, that failure to give such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is notification shall not affect the indemnification provided hereunder except to be made against any the extent the indemnifying party under this section 6shall have been actually prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party a written notice of party, promptly following the commencement indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim other than those notices and documents separately addressed to the indemnifying party. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense and the resolution thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate inin the defense thereof and to employ counsel, andat its own expense, to separate from the extent counsel employed by the indemnifying party, it being understood that the indemnifying party so desires, jointly with any other shall control such defense and the resolution thereof. The indemnifying party similarly noticed, to assume control shall be liable for the reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other than during any period in which the indemnified party shall have failed to give notice of the Third Party Claim as provided above) and during any such period (not to exceed four weeks), the indemnified party shall not admit any liability with counsel mutually satisfactory respect to, or settle, compromise or discharge a Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's reasonable request) the timely provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnified Person indemnifying party assumes the defense of a Third Party Claim, no settlement or compromise thereof may be effected by the Indemnified Partyindemnifying party without the indemnified party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, that releases the indemnified party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing two paragraphs, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks (i) monetary damages in excess of the maximum amount set forth in Section 8.01(b)(iii) or 8.01(e)(iii), as the case may be, or (ii) an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages; provided that an Indemnified Person PROVIDED, HOWEVER, that, in such case, the indemnified party shall not admit any liability with respect to, or Indemnified settle, compromise or discharge such Third Party shall have the right to retain its own counsel with the fees and expenses to be paid by Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, ifthe indemnifying party shall be entitled to assume the defense of the portion relating to money damages. (c) In the event any indemnified party should have a claim against any indemnifying party under Section 8.01 that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, in the indemnified party shall deliver notice of such claim with reasonable opinion of counsel retained by promptness to the indemnifying party, the representation . The failure by such counsel of the Indemnified Person or Indemnified Party and any indemnified party so to notify the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to not relieve the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of from any liability that it may have to the Indemnified Person or Indemnified Party such indemnified party under this section 6Section 8.01, except to the extent that the indemnifying party demonstrates that it has been actually prejudiced by such failure. If the indemnifying party does not notify the indemnified party within 30 calendar days following its receipt of such notice that the indemnifying party disputes its liability to the indemnified party under Section 8.01, such claim specified by the indemnified party in such notice shall be conclusively deemed a liability of the indemnifying party under Section 8.01 and the indemnifying party shall pay the amount of such liability to the indemnified party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is prejudiced estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. If the indemnifying party has timely disputed its liability with respect to such claim, as provided above, the indemnifying party and the indemnified party shall proceed in its ability good faith to defend negotiate a resolution of such action. The indemnification dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (d) For purposes of this Section 8.04 (except with respect to Section 8.01(e)) and except with respect to the payment obligations of the Preferred Sellers, Sylvan shall be considered the indemnifying party; PROVIDED, HOWEVER, that in the event Sylvan fails to notify Purchaser (within 15 days after Sylvan's receipt of notice of a Third Party Claim pursuant to Section 8.04(a) above) that either (i) Sylvan is assuming the defense of such Third Party Claim or (ii) Sylvan disputes the indemnified party's right to indemnity hereunder, GE Cap-Eq and Pyramid, collectively, shall be considered the indemnifying party and the exercise of any rights of the indemnifying party shall require the mutual agreement of GE Cap-Eq and Pyramid; PROVIDED FURTHER that in all events the notice and delivery required by this section 6 shall to be made by periodic payments the indemnified party to the indemnifying party pursuant to Section 8.04(a) shall be provided by the indemnified party to each of the amount thereof during Preferred Sellers; PROVIDED FURTHER that in the course event of a Specific Preferred Seller Obligation, the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableapplicable Preferred Seller shall be considered the indemnifying party hereunder.

Procedures. Promptly after receipt by an Indemnified Person or If a third party asserts a claim against ---------- Indemnified Party any indemnified party for which indemnification would be available under this section 6 of Section 7.01 (a "Claim"), the indemnified party shall promptly give notice of the commencement of any action (including any governmental action)such Claim, describing such Indemnified Person or Indemnified Party shallclaim with reasonable specificity, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to the indemnifying party a written party; provided, that the failure to give such notice shall not affect the right -------- of the commencement thereof, and indemnified party to indemnification under Section 7.01 except to the extent that such failure materially prejudices the ability of the indemnifying party to defend such Claim. The indemnifying party may employ counsel reasonably satisfactory to the indemnified party; provided that in the event -------- that the indemnified party reasonably determines in good faith that its interest with respect to such Claim cannot appropriately be represented by the indemnifying party, such indemnified party shall have the right to participate inin the defense of such Claim and to have its expenses reimbursed promptly with respect to such Claim. In addition, andin the event that such indemnifying party, within a reasonable time after notice of any such Claim, fails to defend any indemnified party, such indemnified party will (upon further notice to such indemnifying party) have the extent right to undertake the defense of such Claim for the account of such indemnifying party so desires, jointly and to have its expenses reimbursed promptly with any other indemnifying respect to such Claim. Regardless of which party similarly noticed, to assume control of is controlling the defense thereof with counsel mutually satisfactory to of any Claim, (i) both the indemnifying party and the Indemnified Person indemnified party shall act in good faith and (ii) no settlement of any such Claim may be agreed to by the controlling party without the written consent of such party (which consent shall not be unreasonably withheld). The controlling party shall deliver, or cause to be delivered, to the Indemnified Partyother party copies of all correspondence, as pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the case may be; provided that an Indemnified Person or Indemnified Party shall have defense of any such Claim and timely notices of, and the right to retain its own counsel with the fees and expenses participate in (as observer), any hearing or other court proceeding relating to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableClaim.

Procedures. Promptly after receipt If any legal action governed by this ARTICLE 9 is commenced against an Indemnified Person or ---------- Indemnified Party under this section 6 of Indemnitee, prompt written notice of the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to shall be made against any indemnifying party under this section 6, deliver given to the indemnifying party Party, except that failure to give prompt notice shall reduce the indemnifying Party’s obligations under this ARTICLE 9 only in the event and to the extent it is prejudiced thereby. After such notice, if the indemnifying Party shall acknowledge in writing to such Indemnitee that the right of indemnification under this Agreement applies with respect to such claim, then the indemnifying Party shall be entitled, if it so elects, in a written notice delivered to the Indemnitee no later than ten (10) days prior to the date on which a response to such claim is due, to take control of the commencement thereofdefense and investigation of such claim and to employ and engage attorneys of its sole choice, and reasonably satisfactory to the indemnified Party, to handle and defend same, at the indemnifying Party’s expense. The Indemnitee shall cooperate in all reasonable respects with the indemnifying Party and its attorneys in the investigation, trial, and defense of such claim and any appeal arising therefrom, except that the Indemnitee may, at its own expense, participate, through its attorneys or otherwise, in such investigation, trial, and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money (or the issuance of credits) by the indemnifying Party shall be entered into by the indemnifying Party without the prior written consent of the Indemnitee, which consent may be given or withheld in the Indemnitee’s sole discretion, to the extent that it concerns equitable remedies or the Indemnitee’s Confidential Information or proprietary technology. After notice by the indemnifying Party of its election to assume full control of the defense of any such claim, the Indemnitee shall not be liable to the indemnifying Party for any legal expenses incurred thereafter by such indemnifying Party in connection with the defense of that claim. If the indemnifying Party does not assume full control over the defense of a claim subject to such defense as provided in this Section, the indemnifying Party may participate in such defense, at its expense, and the indemnifying party Indemnitee shall have the right to participate indefend and settle the claim in such manner as it may deem appropriate, and, to at the extent expense of the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party a written notice in writing of the commencement thereofof such claim, and demand, action or proceeding, enclosing a copy of all papers served, if any; provided, that the failure to so notify such indemnifying party will not relieve the indemnifying party shall from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and only to the right extent that, the indemnifying party is actually prejudiced by such failure. In the event that any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof in accordance with this Section 7.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to join in or assume (at the indemnified party’s sole discretion) the defense thereof, with counsel selected by such indemnifying party. If assumed, counsel reasonably satisfactory to the indemnified party shall be selected, and, after notice from the indemnifying party to such indemnified party of its election so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to thereof, the indemnifying party and will not be liable to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Person or the Indemnified Partydefense thereof. In any such proceeding, as the case may be; provided that an Indemnified Person or Indemnified Party indemnified party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed be at the expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent indemnified party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm at the same time (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent, but, if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party, effect any settlement, compromise or discharge of the investigation any claim or defensepending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any continuing material obligation or restrictions on any indemnified party.

Procedures. Promptly after receipt by an Indemnified Person or ---------- any Indemnified Party of a complaint, claim or other written notice of any loss, claim, damage, liability or action arising rise to a claim for indemnification under this section 6 of notice of Section 6, the commencement of any action (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party claiming indemnification under this section 6, deliver to Section 6 shall notify the indemnifying party a written notice of the commencement thereofcomplaint, notice, claim or action, and the indemnifying party shall have the right to participate ininvestigate and defend the loss, andclaim, damage, liability or action; provided, that the failure of the Indemnified Party to promptly notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the Indemnified Party otherwise than under Section 6, or under Section 6 to the extent that the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control has not been materially prejudiced as a proximate result of the defense thereof with counsel mutually satisfactory failure to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or provide notice. The Indemnified Party shall have the right to retain its own employ separate counsel with in the action and to participate in the defense of the action, but the fees and expenses to of the counsel shall not be paid by at the expense of the indemnifying party. If the defendants in any action shall include more that one Indemnified Party, if, and any of these Indemnified Parties shall reasonably conclude that counsel selected by the Corporation has a conflict of interest which under the Rules of Professional Conduct of the Florida State Bar Association (or other body regulating the practice of law in the reasonable opinion State of counsel retained by the indemnifying party, Florida) would prohibit the representation by such counsel because of the availability of different or additional defenses to any of the Indemnified Person or Parties, the Indemnified Party and shall have the right to select separate counsel reasonably acceptable to the Corporation to participate in the defense of the claim on its behalf at the expense of the indemnifying party who would otherwise be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel liable for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party losses under this section Section 6, except to the extent it being understood, however, that the indemnifying party is prejudiced shall not, in its ability connection with any one action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Parties; provided, however, that if the parties shall not agree that a conflict of interest between the Indemnified Parties exists, then the parties shall submit the issue to defend such actionthe State Bar Association of Florida to determine whether a conflict of interest exists, and the determination of the State Bar Association of Florida shall be binding on the parties. The indemnification required by Indemnified Parties shall cooperate fully in the defense of any claim under this section Section 6 and each Indemnified Party shall make available to the Corporation pertinent information under the Indemnified Party's control relating to the claim. In no event shall the indemnifying party be made by periodic payments obligated to indemnify any party for any settlement of any claim or action effected without the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableindemnifying party's consent.

Procedures. Promptly after receipt by As soon as an Indemnified Person indemnified Party receives notice or ---------- Indemnified otherwise obtains knowledge of any third-party claim that may give rise to any claim for indemnification hereunder, the indemnified Party under this section 6 of will promptly provide the indemnifying Party with written notice describing the third-party claim. The indemnifying Party will have the right, at its election and at its sole expense, to assume the defense of the commencement third-party claim with its own counsel. If the indemnifying Party elects to assume the defense of any action the third-party claim, then the indemnifying Party’s obligations under Section 12.1 or 12.2 above (including any governmental action), such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver as applicable) are subject to the conditions that the indemnified Party (and its applicable Subsidiaries and, in the case of SCI, ON): (a) give the indemnifying Party access to all information in the indemnified Party’s control that are reasonably relevant to the third-party a written notice claim (except in instances where providing such access could destroy the attorney-client privilege with respect to such information); (b) not admit any liability with respect to the third-party claim; (c) allow the indemnifying Party to control the defense and settlement of the commencement thereofclaim, and and (d) cooperate with the indemnifying party shall Party, at the indemnifying Party’s reasonable request and expense, in defending or settling the claim. The indemnifying Party will have the exclusive right to participate insettle, andcompromise, to or adjust the extent indemnified claim with the prior written consent of the indemnified Party (which consent will not be unreasonably withheld). If the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, Party elects not to assume control of the defense thereof with of the third-party claim, then the indemnified Party will defend such third-party claim using counsel mutually satisfactory to of its choice and may settle, compromise, or adjust such third-party claim on such terms as the indemnified Party may consider appropriate without the prior written consent of the indemnifying Party. In the event that the indemnifying Party elects not to assume control of the defense of the third party and claim, then the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified indemnifying Party shall have the right to retain its own counsel with the fees be responsible for all costs incurred and expenses to be damages paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel indemnified Party as a result of the Indemnified Person or Indemnified Party and the indemnifying third party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceedingclaim. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall indemnifying Party will be selected by the Investors holding relieved of its obligations under this Section 12 as a majority result of the Registrable Securities included in the Registration Statement to which the Claim relates. The indemnified Party’s failure to deliver written give such notice to the indemnifying party within a reasonable time after the threat or commencement of any provide such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except cooperation only if and to the extent that such failure prejudices the indemnifying party is prejudiced in its Party’s ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableperform its obligations above.

Procedures. Promptly If any claim, demand, action or proceeding (including any investigation by any Governmental Authority) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 6.1 or Section 6.2, the indemnified party shall, promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of notice of the commencement of any such claim, demand, action (including any governmental action)or proceeding, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this section 6, deliver to notify the indemnifying party in writing of the commencement of such claim, demand, action or proceeding, enclosing a written notice copy of all papers served, if any; provided, that the omission to so notify such indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified party under Section 6.1 or Section 6.2 unless, and only to the extent that, such omission results in the forfeiture of, or has a material adverse effect on the exercise or prosecution of, substantive rights or defenses by the indemnifying party. In case any such action is brought against an indemnified party and it notifies the indemnifying party of the commencement thereof, and the indemnifying party shall have will be entitled, at the right indemnifying party’s sole cost and expense, to participate in, therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so desiresto assume the defense thereof, jointly with any other the indemnifying party similarly noticed, will not be liable to assume control of such indemnified party under this Article VI for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof with counsel mutually satisfactory to the indemnifying other than reasonable costs of investigation. In any such proceeding, an indemnified party and the Indemnified Person or the Indemnified Party, as the case may be; provided that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with counsel, but the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel shall be at the expense of the Indemnified Person or Indemnified Party and such indemnified party unless (a) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (b) the indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing conflicts of interests between such Indemnified Person or Indemnified Party and any other party represented by such them based on the advice of counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for the Investors, and such legal counsel shall be selected by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this section 6, except to the extent party. It is agreed that the indemnifying party is prejudiced shall not, in its ability connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in addition to defend local counsel where necessary) for all such actionindemnified parties. The indemnification required indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by this section 6 shall be made by periodic payments reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the amount thereof during the course indemnified party, effect any settlement, compromise or discharge of the investigation any claim or defensepending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, (i) includes an unconditional written release of such expenseindemnified party, lossin form and substance reasonably satisfactory to the indemnified party, damage from all liability on claims that are the subject matter of such claim or liability is incurred proceeding, (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and is due and payable(iii) does not impose any continuing material obligation or restrictions on any indemnified party.

Procedures. Promptly after receipt by an Indemnified Person or ---------- Indemnified Party under this section 6 of (a) If any indemnified party receives notice of the commencement assertion of any action Third-Party Claim with respect to which an indemnifying party is obligated under this Agreement to provide indemnification, such indemnified party shall give such indemnifying party written notice thereof (including together with a copy of such Third-Party Claim, process or other legal pleading) promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any governmental actionindemnified party to give notice as provided in this Section 11.4 shall not relieve any indemnifying party of its obligations under this Section 11.4, except to the extent that such indemnifying party is actually prejudiced by such failure to give notice or except as provided in Section 11.1 hereof. Such notice shall describe such Third-Party Claim in reasonable detail. (b) An indemnifying party, at such indemnifying party's own expense and through counsel chosen by such indemnifying party (which counsel shall be reasonably acceptable to the indemnified party), may elect to defend, compromise and settle any Third-Party Claim on reasonable terms. If an indemnifying party elects to defend a Third-Party Claim, then, within ten (10) business days after receiving notice of such Third-Party Claim (or sooner, if the nature of such Third-Party claim so requires), such Indemnified Person or Indemnified indemnifying party shall notify the indemnified party of its intent to do so, and such indemnified party shall cooperate in the defense of such Third-Party shallClaim (and pending such notice and assumption of defense, if an indemnified party may take such steps to defend against such Third-Party Claim as, in such indemnified party's good-faith judgment, are appropriate to protect its interests). Such indemnifying party shall pay such indemnified party's reasonable out-of-pocket expenses incurred in connection with such cooperation. Such indemnifying party shall keep the indemnified party reasonably informed as to the status of the defense of such Third-Party Claim. After notice from an indemnifying party to an indemnified party of its election to assume the defense of a Claim in respect thereof is Third-Party Claim, such indemnifying party shall not be liable to be made against any indemnifying such indemnified party under this section 6Section 11.4 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof; provided, deliver to the indemnifying party a written notice of the commencement thereofhowever, and the indemnifying that such indemnified party shall have the right to participate in, andemploy one law firm as counsel("Separate Counsel"), to the extent represent such indemnified party in any action or group of related actions (which firm or firms shall be reasonably acceptable to the indemnifying party) if, in such indemnified party's reasonable judgment at any time, either a conflict of interest between such indemnified party so desires, jointly with any other and such indemnifying party similarly noticedexists in respect of such claim that precludes the indemnifying party's counsel from adequately representing the indemnified party, or there may be defenses available to assume control of the defense thereof with counsel mutually satisfactory such indemnified party which are different from or in addition to the those available to such indemnifying party and the Indemnified Person or representation of both parties by the Indemnified Partysame counsel would be inappropriate, as and in that event (i) the case may be; provided reasonable fees and expenses of such Separate Counsel shall be paid by such indemnifying party (it being understood, however, that an Indemnified Person or Indemnified the indemnifying party shall not be liable for the expenses of more than one Separate Counsel with respect to any Third-Party Claim (even if against multiple indemnified parties)), and (ii) each of such indemnifying party and such indemnified party shall have the right to retain conduct its own counsel with the fees and expenses to be paid defense in respect of such claim. If an indemnified party is conducting its own defense of a Third-Party Claim, whether because of a conflict of interest (as contemplated by the previous sentence) or because an indemnifying partyparty elects not to defend against a Third-Party Claim, ifor fails to notify an indemnified party of its election as provided in this Section 11.4 within the period of ten (10) business days described above, in or having elected to defend the reasonable opinion of counsel retained by claim, then fails to defend the indemnifying partyclaim, the representation by indemnified party may defend, compromise, and settle such counsel of Third-Party Claim on reasonable terms and shall be entitled to indemnification hereunder (to the Indemnified Person or Indemnified Party and extent permitted hereunder). Notwithstanding the foregoing, the indemnifying party would be inappropriate due shall not, without the prior written consent of the indemnified party, (i) settle or compromise any Third-Party Claim or consent to actual or potential differing interests between such Indemnified Person or Indemnified Party and the entry of any other party represented by such counsel in such proceeding. The Company shall pay reasonable fees for only one separate legal counsel for judgment which does not include as an unconditional term thereof the Investors, and such legal counsel shall be selected delivery by the Investors holding a majority of the Registrable Securities included in the Registration Statement to which the Claim relates. The failure to deliver written notice claimant or plaintiff to the indemnifying party within a reasonable time after the threat or commencement of any such action shall not relieve such indemnifying indemnified party of any liability a written release in a form reasonably satisfactory to the Indemnified Person indemnified party from all liability in respect of such Third-Party Claim, or Indemnified (ii) settle or compromise any Third-Party under this section 6, except Claim in any manner that would include injunctive relief or reasonably be expected to have a material adverse effect on the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payableindemnified party.