Common use of Additional Terms Clause in Contracts

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.

Additional Terms. The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (a“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. The Company shall indemnify and hold harmless the Holders and each underwriter, within the meaning relevant provisions of Article Eleven of the Securities Act, who may purchase from or sell for any Holder, any Registrable Indenture relating to defeasance shall apply to the Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact . All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for · Section 1(a), which is hereby deleted in its entirety and replaced with the following: “The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a shelf registration statement (File No. 333- 172562), including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any other registration statement amendments thereto filed prior to the Execution Time, have become effective. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Company under Act and the Securities Act with respect rules thereunder, and, except to the registration of extent the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished Representatives shall agree in writing to a modification, shall be in all substantive respects in the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect form furnished to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company you prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter Execution Time or, to the purchaser extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to such sale and provided furtherthe Execution Time, that the Company shall not will be obligated to so indemnify any Holder included or any such underwriter or other person referred to above unless the Holder or underwriter or other personmade therein. The Registration Statement, as the case may be, shall at the same time indemnify Execution Time, meets the Company, its directors, each officer signing requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.”; · Section 1(d), which is hereby deleted in its entirety and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.replaced with “Reserved”; and

Additional Terms. (a) The Company shall indemnify Unless otherwise amended as provided herein, this Agreement will exclusively govern Your access to and hold harmless the Holders and each underwriter, within the meaning use of the Securities ActPlatform, who Content, and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Platform, Content, and Services. Except as expressly set forth in this Agreement, this Agreement may purchase be amended or modified only by a writing signed by both parties. All waivers by CaringCent under this Agreement must be in writing or later acknowledged by CaringCent in writing. Any waiver or failure by CaringCent to enforce any provision of this Agreement on one occasion will not be deemed a waiver by CaringCent of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or sell for related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. You agree that each of CaringCent’s service providers shall be considered a third party beneficiary of the above provisions, with all rights to enforce such provisions as if a service provider were a party to this Agreement. Neither this Agreement nor any Holderrights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of CaringCent. Any assignment in violation of the foregoing will be null and void. CaringCent may assign this Agreement to any Registrable Securitiesparty that assumes CaringCent’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to "including" will mean "including, without limitation." Upon request from and against any and all lossesCaringCent, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act You agree to provide CaringCent with such documentation or records with respect to Your activities under this Agreement as may be reasonably requested for CaringCent to verify Your compliance with the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason terms of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinand all applicable Laws.

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein. If for any reason the indemnification provided for in the preceding section is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. Neither the filing of a Registration Statement by the Company pursuant to this Agreement nor the making of any request for prospectuses by the Holder shall impose upon any Holder any obligation to sell the Holder's Registrable Securities. Each Holder, upon receipt of notice from the Company that an event has occurred which requires a Post-Effective Amendment to the Registration Statement or a supplement to the prospectus included therein, shall promptly discontinue the sale of Registrable Securities until the Holder receives a copy of a supplemented or amended prospectus from the Company, which the Company shall provide as soon as practicable after such notice. If the Company fails to keep the Registration Statement referred to above continuously effective during the requisite period, then the Company shall, promptly upon the request of any Holder, use best efforts to update the Registration Statement or file a new registration statement covering the Registrable Securities remaining unsold, subject to the terms and provisions hereof. Each Holder agrees to provide the Company with any information or undertakings reasonably requested by the Company in order for the Company to include any appropriate information concerning the Holder in the Registration Statement or in order to promote compliance by the Company or the Holder with the Securities Act.

Additional Terms. (a) The To the extent permitted by law, the Company shall will indemnify and hold harmless the Holders Investor, its agents, trustees and beneficiaries, partners, officers, directors, shareholders and members of the Investor, legal counsel and accountants for the Investor, and each underwriter, person who controls the Investor within the meaning of the Securities Act or the Exchange Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and or liabilities caused by (joint or several) to which they may become subject under the Securities Act, the Exchange Act or any state securities laws, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement, including any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, preliminary prospectus or final prospectus contained therein or any prospectus included therein amendments or caused by any supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, except insofar as or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws; and the Company will reimburse the indemnified party under this Section 4(a), for any reasonable legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity described herein shall not apply any loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Investor; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of the Investor, from whom the person asserting any such losses, claims, damages or liabilities are caused by any such untrue statement purchased shares in the offering, if a copy of the prospectus (as then amended or omission based upon information furnished or required to be furnished in writing to supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by the Holders or underwriter expressly for use therein, which indemnification shall include each on behalf of such Investor to such person, if anyrequired by law so to have been delivered, who controls any Holder at or underwriter within prior to the meaning written confirmation of the Securities Act sale of the shares to such person, and each officer, director, employee and agent of each Holder and underwriter; provided, however, that if the indemnification in this Section 4(aprospectus (as so amended or supplemented) with respect would have cured the defect giving rise to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinliability.

Additional Terms. The Securities shall be issuable as Registered Securities only. The Securities will be initially represented by one or more global Securities registered in the name of The Depository Trust Company (a“DTC”) or its nominees, as described in the Prospectus relating to the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream International and their respective participants. Owners of beneficial interests in the Securities will be entitled to physical delivery of Securities in certificated form only under the limited circumstances described in the Prospectus. Principal and interest on the Securities shall be payable in United States dollars. The Company shall indemnify and hold harmless the Holders and each underwriter, within the meaning relevant provisions of Article Eleven of the Securities Act, who may purchase from or sell for any Holder, any Registrable Indenture relating to defeasance shall apply to the Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact . All the provisions contained in the document entitled “Citigroup Inc.— Debt Securities — Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for · Section 1(a), which is hereby deleted in its entirety and replaced with the following: “The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a shelf registration statement (File No. 333- 172562), including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any other registration statement amendments thereto filed prior to the Execution Time, have become effective. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Company under Act and the Securities Act with respect rules thereunder, and, except to the registration of extent the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished Representatives shall agree in writing to a modification, shall be in all substantive respects in the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect form furnished to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company you prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter Execution Time or, to the purchaser extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to such sale and provided furtherthe Execution Time, that the Company shall not will be obligated to so indemnify any Holder included or any such underwriter or other person referred to above unless the Holder or underwriter or other personmade therein. The Registration Statement, as the case may be, shall at the same time indemnify Execution Time, meets the Company, its directors, each officer signing requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.”; · Section 1(d), which is hereby deleted in its entirety and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.replaced with “Reserved”;

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the such Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the such Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the such Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the such Holder or underwriter expressly for use therein.

Additional Terms. (a) The Company Lessee hereby acknowledges that it has examined each and every part and parcel of the described premises, including any property or fixtures included therein, and acknowledges that Lessee is in the better position to know the condition of the described premises and property or fixtures contained therein by virtue of its inspection of the described premises. The Lessee hereby acknowledges that the described premises are in good condition and free from defects or hazards, whether latent or obvious, and Lessee is satisfied that such condition is good and sufficient for the purposes and duration for which the Lessee proposed to utilize said described premises. The Lessee further acknowledges that it did not rely on any representations or warranties from the Lessor in concluding that the condition of the described premises is good, free from defects or hazards of all kinds, and is sufficient for the purposes and duration for which the Lessee proposed to utilize said demised premises. The rights of the Lessee under this Lease shall be subject and subordinate to the lien of any bona fide encumbrance or other like instrument whereby the Lessor may place the described premises or this agreement as security for the payment of money or other obligation. Lessee for itself and on behalf of its legal representatives, waives, releases and forever discharges Lessor and its officers, employees and agents, committees and representatives and their successors and assigns of and from every and all claims, actions, and causes of action for any personal injury, including death, or property damage, which may be suffered or sustained by anyone entering onto the described premises on behalf of, at the request of or as a guest of Lessee and agrees to indemnify and hold harmless Lessor from any such claims or causes of action by whomever or wherever made, including costs and expenses of legal defense through all trial and appellate proceedings in the Holders event a claim is asserted. Lessee agrees and each underwriterunderstands that indemnification under this provision includes all claims, within damages, all costs and attorney’s fees through and including all trial and appellate proceedings and further includes any costs and attorneys’ fees incurred in establishing Lessor’s right and entitlement to indemnification under this provision. In the meaning event of litigation between the Securities Actparties hereto for actions arising under this lease or related to enforcement of same, who may purchase from the prevailing party shall be entitled to recover all costs and expenses including, but not limited to, attorney’s fees and costs through all trial and appellate proceedings, including those related to entitlement to fees. If any term or sell for provision of this lease, or the application thereof to any Holderperson or circumstances shall, to any Registrable Securitiesextent, from be held invalid or unenforceable, to remainder of this lease, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and against every other term and provision of this lease shall be deemed valid and enforceable to the extent permitted by law. If Lessee is required to provide insurance under this lease, Lessee hereby waives any and all lossesrights to Subrogation against the Lessor, claimsits officers, damages employees and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed agents for each required policy. When required by the Company under insurer, or should a policy condition not permit an insured to enter into a pre-loss agreement to waive subrogation without an endorsement, then Lessee shall agree to notify the Securities Act insurer and request the policy be endorsed with respect a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which a condition to the registration of the Registrable Securities, any post-effective amendment to policy specifically prohibits such registration statementsan endorsement, or any prospectus included therein or caused by any omission to state therein voids coverage should Lessee enter into such an agreement on a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinpre-loss basis.

Additional Terms. (a) The To the extent permitted by law, the Company shall will indemnify each Holder, each of its officers, directors, partners, legal counsel, and hold harmless the Holders accountants, and each underwriter, person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification, or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who may purchase from or sell for controls any Holderunderwriter within the meaning of Section 15 of the Securities Act, any Registrable Securities, from and against any and all lossesexpenses, claims, damages and losses, damages, or liabilities caused by (or actions, proceedings, or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular, or other document (including any related registration statement, notification, or the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statementslike), or any prospectus included therein amendment or caused by supplement thereto, incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, except insofar or any violation by the Company of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to the Company in connection with any such registration, qualification, or compliance, and the Company will reimburse each such Holder, each of its officers, directors, partners, legal counsel, and accountants, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing, defending, or settling any such claim, loss, damage, liability, or action, as such lossesexpenses are incurred, claims, damages or liabilities are caused by provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based or alleged untrue statement or omission, (i) made in reliance upon and in conformity with written information furnished or required to be furnished in writing to the Company by the Holders such Holder, controlling person, or underwriter expressly and stated to be specifically for use thereintherein or (ii) corrected in an amended or supplemented registration statement, which indemnification shall include each personprospectus or offering circular provided by the Company for use prior to the purchase giving rise to such claim, if anyloss, who controls any Holder damage, liability or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, expense. It is agreed that the indemnification indemnity agreement contained in this Section 4(a) with respect to any prospectus 4 shall not inure apply to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account amounts paid in settlement of any such loss, claim, damage damage, liability, or liability arising from action if such settlement is effected without the sale consent of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company (which consent shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinunreasonably withheld).

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders Holder and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any the Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementeither registration statement filed pursuant to Article 2 of this Agreement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any either the Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each the Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any the Holder or underwriter (or to the benefit of any person controlling any the Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such the Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale sale; and provided further, that the Company shall not be obligated to so indemnify any the Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement applicable registration statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statementapplicable registration statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.

Additional Terms. The Allowed Unsecured Claim and the Allowed Administrative Claim shall be permanently allowed and shall not be subject to objection or challenge, including but not limited to, recharacterization, subordination, avoidance or otherwise. If the VEBA Trust is established after the Effective Date, the 1114 Committee shall promptly assign the Allowed Unsecured Claim and/or the Allowed Administrative Claim (aor portions thereof) or the proceeds thereof to the VEBA Trust. The Company 1114 Committee or the VEBA Trust, as applicable, shall indemnify have the right to sell, assign, convey or encumber the Allowed Unsecured Claim and hold harmless the Holders Allowed Administrative Claim. The Allowed Unsecured Claim may be split and each underwriter, within the meaning sold in tranches (of not less than $5 million each) without further order of the Securities Act, who may purchase from Court or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed consent by the Company under Debtors. The 1114 Committee or the Securities Act VEBA Trust, as applicable, shall comply with all laws, including applicable securities laws (if any), in connection with the sale or transfer of any claim. The Debtors shall not object to or otherwise contest any sale or transfer in accordance with this Agreement by the 1114 Committee or the VEBA Trust. The Debtors shall have no liability with respect to any sale or transfer of any claim. The holders of the Allowed Administrative Claim and Allowed Unsecured Claim, whether they be the 1114 Committee, the VEBA Trust (with respect to the registration of 1114 Committee and the Registrable SecuritiesVEBA Trust, any post-effective amendment subject to such registration statementsSection 9), or any prospectus included therein purchaser or caused assignee of the claims or portion of the claims, shall be entitled to exercise any voting rights or receive any treatment or distribution as provided by any omission reorganization plan filed in the Bankruptcy Cases. For administrative convenience of the Debtors and maintenance of the claims register in these Bankruptcy Cases, the 1114 Committee or the VEBA Trust, as appropriate, shall use its commercially reasonable best efforts to state therein a material fact required to be stated therein notify the Debtors of any sale, assignment, or necessary to make conveyance of the statements therein not misleading, except insofar as such losses, claims, damages Allowed Unsecured Claim (or liabilities are caused by any such untrue statement portion thereof) or omission based upon information furnished the Allowed Administrative Claim (or required to be furnished in writing to the Company any portion thereof) by the Holders 1114 Committee or underwriter expressly for use thereinthe VEBA Trust as soon as practicable after the sale, which indemnification shall include each personassignment, if any, who controls any Holder or underwriter within conveyance by the meaning of 1114 Committee or the Securities Act and each officer, director, employee and agent of each Holder and underwriterVEBA Trust; provided, however, that the indemnification providing of the notice, the content of the notice, or the failure to provide a notice will not in this Section 4(a) with respect to any prospectus shall not inure to way affect or impair the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account validity of any such losssale, claimassignment, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinconveyance.

Additional Terms. Headings used in the Order are for reference and convenience only and in no way define, limit, describe or affect the provisions of the Order. This Order shall be interpreted without regard to which party initiated the drafting process for or drafted the Order or proposed or drafted particular language and shall not be construed for or against any party by reason of the same. Vendor agrees that prior to entering into the Order it thoroughly reviewed and understood the Order and its obligations, liabilities and risks under the Order and made sufficient allowance in the payments which may be made to it in accordance with the Order for accepting such obligations, liabilities and risks. Vendor is an independent contractor and nothing in the Order shall be construed to create a partnership, employment, agency or joint venture relationship between Vendor and Buyer. Neither part nor all of the Order (nor any rights and obligations under it), may be sub-contracted, sub-licensed, charged, assigned or otherwise dealt with by Vendor, without Buyer’s prior written permission, which may be withheld in the absolute discretion of Buyer. No waiver by Buyer of any breach, right or remedy shall constitute a continuing waiver, nor shall it be construed as a waiver of any other breach, right or remedy. Any waiver by Buyer shall not be valid unless in writing signed by Buyer This Order may be supplemented or modified only by a written agreement between Vendor and Buyer. The terms of the Order are severable and the invalidity of any term of the Order shall not affect the validity of any other term. Vendor undertakes that (a) The Company it and its officers, directors, employees, agents, contractors, delegates or representatives shall indemnify comply with all applicable anti- corruption Laws, including local anti-corruption Laws; and hold harmless (b) neither it nor any of its Service Providers or its or any Service Provider’s officers, directors, employees or other personnel shall pay, offer, or promise to pay, or authorize the Holders and payment of, in each underwriter, within the meaning of the Securities Act, who may purchase from case directly or sell for any Holderindirectly, any Registrable Securitiesmoney, from and against gift, or anything of value to any and all losses, claims, damages and liabilities caused by any untrue statement officer or employee of a material fact contained government at any level or any state agency, state- owned or controlled agency or enterprise, or public international organization, or any person acting in an official capacity for or on behalf of any such government, state agency, state-owned or controlled agency or enterprise or public international organization, or a candidate for political office, or a political party or party official, for the Registration Statementpurpose of influencing any act or decision or securing any improper advantage, in order to obtain or retain business for or with, or direct business to any other registration statement filed by person. This Order constitute the Company under the Securities Act entire agreement between Buyer and Vendor with respect to the registration subject matter of the Registrable SecuritiesOrder and shall supersede any previous agreement between Buyer and Vendor, any post-effective amendment to such registration statementswhether oral or written, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make concerning the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning subject matter of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus Order. This provision shall not inure to prejudice or affect any BPA or XXXX. Any right power or remedy of Buyer under the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such lossOrder is in addition to, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not prejudice, limit or diminish or be obligated to so indemnify prejudiced, limited or diminished by and may be enforced concurrently with, (i) any Holder other right, power or remedy of Buyer under the Order, and/or (ii) any such underwriter right, power or other person referred to above unless the Holder remedy of Buyer under Law and/or (iii) any right, power or underwriter remedy of Buyer under any BPA or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinXXXX.

Additional Terms. Headings used in this Order are for reference and convenience only and in no way define, limit, describe or affect the provisions of this Order. This Order shall be interpreted without regard to which party initiated the drafting process for or drafted this Order or proposed or drafted particular language and shall not be construed for or against any party by reason of the same. Supplier agrees that prior to entering into this Order it thoroughly reviewed and understood this Order and its obligations, liabilities and risks under this Order and made sufficient allowance in the payments which may be made to it in accordance with this Order for accepting such obligations, liabilities and risks. Supplier agrees that this Order and its obligations, liabilities and risks under this Order are fair and reasonable and are accepted by Supplier as its commercial risks and that Supplier shall not seek to change or challenge this Order or its obligations, liabilities or risks under this Order. Supplier agrees that this Order shall govern all circumstances and all changes in circumstances as may arise and the risks, costs and expenses of Supplier relating to or arising out of the same. Supplier is an independent contractor and nothing in this Order shall be construed to create a partnership, employment, agency or joint venture relationship between Supplier and Buyer. Neither part nor all of this Order (nor any rights and obligations under it), may be sub-contracted, sub- licensed, charged, assigned or otherwise dealt with by Supplier, without Buyer’s prior written permission, which may be withheld in the absolute discretion of Buyer. No waiver by Buyer of any breach, right or remedy shall constitute a continuing waiver, nor shall it be construed as a waiver of any other breach, right or remedy. Any waiver by Xxxxx shall not be valid unless in writing signed by Buyer This Order may be supplemented or modified only by a written agreement between Supplier and Buyer. The terms of this Order are severable and the invalidity of any term of this Order shall not affect the validity of any other term. Supplier undertakes that (a) The Company it shall indemnify and hold harmless the Holders and each underwriter, within the meaning comply with all applicable Laws of the Securities ActPeople’s Republic of China and (b) neither it nor any of its Service Providers or its or any Service Provider’s officers, who may purchase from directors, employees or sell other personnel shall pay, offer, or promise to pay, or authorize the payment of, in each case directly or indirectly, any money, gift, or anything of value to any officer or employee of a government at any level or any state agency, state- owned agency or enterprise, or public international organization, or any person acting in an official capacity for or on behalf of any such government, state agency, state-owned agency or enterprise or public international organization, or a candidate for political office, or a political party or party official, for the purpose of influencing any act or decision either for any Holderbusiness advantage, either to obtain or retain business, or to direct business to any Registrable Securitiesperson. Supplier shall also ensure that all Service Providers duly and punctually pay all Taxes which may become due from them. For the avoidance of doubt, from Supplier shall bear and against any shall be solely responsible for paying its own pension, provident fund, medical, disability and insurance costs and expenses and all losses, claims, damages similar costs and liabilities caused by any untrue statement expenses. The terms and conditions of a material fact contained in this Order constitute the Registration Statement, any other registration statement filed by the Company under the Securities Act entire agreement between Buyer and Supplier with respect to the registration subject matter of this Order and shall supersede any previous agreement between Buyer and Supplier, whether oral or written, concerning the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning subject matter of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus Order. This provision shall not inure to the benefit prejudice or affect any BPA or XXXX. Any right power or remedy of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such lossBuyer under this Order is in addition to, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not prejudice, limit or diminish or be obligated to so indemnify prejudiced, limited or diminished by and may be enforced concurrently with, (i) any Holder other right, power or remedy of Buyer under this Order, and/or (ii) any such underwriter right, power or other person referred to above unless the Holder remedy of Buyer under Law and/or (iii) any right, power or underwriter remedy of Buyer under any BPA or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinXXXX.

Additional Terms. (a1) The Company shall indemnify and hold harmless the Holders Holder and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any the Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any either the Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each the Holder and underwriter; provided, however, that the indemnification in this Section 4(a5(a) with respect to any prospectus shall not inure more to the benefit of any the Holder or underwriter (or to the benefit of any person controlling any the Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such the Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any the Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders and With respect to each underwriter, within the meaning of the Securities Actreleases set forth above, who may purchase each person or entity granting or receiving such a release (i) agrees that such releases do not preclude any Party hereto from seeking to enforce any undertaking or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact promise contained in the Registration StatementSettlement Agreement or from seeking redress for the breach of any representation or warranty contained in the Settlement Agreement; (ii) agrees not to directly or indirectly encourage or pursue with or before any federal, state or other governmental agency, authority or court any other registration statement filed claim or complaint against any of the persons or entities released herein, including but not limited to any such claim or complaint relating to matters covered by the Company under Settlement Agreement (other than the Securities Act with respect to enforcement of any undertaking or promise contained herein), the registration of the Registrable Securities, any post-effective amendment to such registration statementsAction, or any prospectus included therein of the matters claimed, asserted or caused alleged, or that could have been claimed, asserted or alleged in the Action; and (iii) agrees not to challenge, and shall use its best efforts to cause each of its affiliates, Associates and representatives not to challenge, the validity of any provisions of the Settlement Agreement or this Release. This Release shall apply to McKinley individually, and nothing contained herein shall prohibit MxXxxxxx from performing his duties to his current or future clients xxx xxx current or future employer in his capacity as a securities broker. Except as may be otherwise required by law, the Sweet 13D Group will not encourage or cooperate with plaintiffs in any omission pending or subsequently initiated derivative, class action or shareholder litigation related to state therein Spectranetics or its directors. Except as may be otherwise required by law, Spectranetics will not encourage or cooperate with plaintiffs in any pending or subsequently initiated derivative, class action or shareholder litigation related to Spectranetics to which any of the Sweet 13D Group is a material fact required party. In the event that any part of the Settlement Agreement is temporarily, preliminarily or permanently enjoined or restrained by a court of competent jurisdiction, the Parties hereto shall use their reasonable best efforts to cause any such injunction or restraining order to be stated therein vacated or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages dissolved or liabilities are caused by any such untrue statement otherwise declared or omission based upon information furnished or required determined to be furnished in writing to the Company by the Holders of no further force or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereineffect.

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders Holder and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or 136 required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders Holder and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any the Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or of omission based upon information furnished or required to be furnished in writing to the Company by the Holders Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any either the Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each the Holder and underwriter; provided, however, that the indemnification in this Section Article 4(a) with respect to any prospectus shall not inure to the benefit of any the Holder or underwriter (or to the benefit of any person controlling any the Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such the Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale sale; and provided further, that the Company shall not be obligated to so indemnify any the Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder Holders and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder Holders or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder Holders or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder Holders or underwriter to the purchaser Holders prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder Holders or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder Holders or underwriter expressly for use therein.

Additional Terms. (a) The Any usage of a home office must receive the advance permission of the Compensation Committee. You agree that any such usage is not at the request of the Company, and you voluntarily waive any and all claims against the Company shall arising out of or relating to the use of your home, or a portion thereof, as an office on behalf of Commtouch, including claims relating to the sufficiency of the space utilized in performing your duties for Commtouch. Furthermore, you agree to fully indemnify and hold harmless the Holders and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any Holder, any Registrable Securities, from and Commtouch against any and all lossesclaims of any kind pertaining to your home, claimsincluding those relating to your possession, damages and liabilities caused by any untrue statement upkeep, usage, ownership or rental of your home. The Company will provide for a material fact contained personal computer that can be used at your home office or in the Registration StatementCompany offices, any other registration statement filed and will reimburse you for telephonic communications charges directly relating to Company business performed at your home office. Any expenses incurred by you shall be reimbursed by the Company under upon receipt of an appropriate expense report. Appropriate expense reports shall be submitted by you in a timely manner, in accordance with Company policy, namely within two weeks of the Securities Act incurrence of the expense. The failure to timely submit expense reports may be deemed by the Company, in its sole discretion, as sufficient cause to reject a request for reimbursement. Expense reimbursements are further subject to the terms of Exhibit C hereto. Should you agree to employment as described herein, the terms described in this letter, as well as the policies and conditions set forth in the Company’s Employee Manual and periodic Company written updates, shall constitute the terms of your employment. This letter constitutes the entire and final expression of the agreement of the parties with respect to the registration subject matter hereof and supersedes all prior agreements, oral and written, between the parties hereto with respect to the subject matter hereof. This letter may only be amended, canceled or discharged or any obligations thereunder waived through a writing signed by you and the Chair of the Registrable SecuritiesCompensation Committee or any executive officer of the Company (other than you) duly authorized either by the Board or the Compensation Committee. You are encouraged to review the Company’s Employee Manual, a copy of which will be provided to you at the offices of the Company. In signing this letter, you agree that the procedural and substantive laws of Virginia, without regard to laws pertaining to conflicts of law, shall govern your employment. Furthermore, any postdispute arising hereunder, including both statutory and non-statutory claims, initially shall be referred to mediation in accordance with the Mediation Agreement attached hereto as Exhibit “B”. Thereafter, if the parties are unable to resolve a dispute via mediation, the parties may bring any action before the courts or other governmental bodies having proper jurisdiction in the matter. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE COMPANY AND YOU HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS LETTER, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, THE PARTIES AGREE THAT ANY PARTY MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND XXXXXXXXX-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR TO ANY OF THE MATTERS CONTEMPLATED UNDER THIS LETTER, RELATING TO YOUR EMPLOYMENT. xxx.xxxxxxxxx.xxx 0000 Xxxxx Xxxxxx Drive, Suite 5200, McLean, VA 22102 ● tel: 000-000-0000 ● fax: 000-000-0000 All notices required or permitted under this letter must be in writing and will be deemed effective amendment to such registration statementsupon personal delivery or three business days following deposit in a United States Post Office, by certified mail, postage prepaid, or any prospectus included therein or caused by any omission to state therein one business day after it is sent for next-business day delivery via a material fact required to be stated therein or necessary to make reputable nationwide overnight courier service in the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing case of notice to the Company by at its then principal headquarters, and in the Holders or underwriter expressly for use therein, which indemnification shall case of notice to you to the current address on file with the Company. Notice to the Company must include each person, if any, who controls any Holder or underwriter within a separate notice to the meaning General Counsel of the Securities Act and each officer, director, employee and agent Company. Either party may change the address to which notices are to be delivered by giving notice of each Holder and underwriter; provided, however, that such change to the indemnification other party in the manner set forth in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities paragraph. Please confirm your acceptance by the Holder or underwriter, if signing and returning a copy of a subsequent prospectus correcting this letter along with the untrue statement or omission in such earlier prospectus was provided attached Acceptance and Acknowledgment Form and Exhibit “B”. This offer is contingent upon its acceptance by November 19, 2013. You will be required to such Holder or underwriter by sign an appropriate NDA and inventions assignment concurrent with the Company prior to commencement of your employment. Lior, we are excited about the subject sale possibility of having you become an employee and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained begin your service in the Registration StatementChief Executive Officer role and look forward to a productive future together. If you have any questions, any registration statement or any prospectus required please do not hesitate to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingcall. Sincerely, insofar as such losses/s/ Yair Bar-Touv Name Compensation Committee, claimsChair xxx.xxxxxxxxx.xxx 0000 Xxxxx Xxxxxx Drive, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.Suite 5200, McLean, VA 22102 ● tel: 000-000-0000 ● fax: 000-000-0000

Additional Terms. (a) The To the extent permitted by law, the Company shall will indemnify and hold harmless the Holders Investor, its agents, trustees and beneficiaries, partners or officers, directors and shareholders of the Investor, legal counsel and accountants for the Investor, and each underwriter, person who controls the Investor within the meaning of the Securities Act or the Exchange Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and or liabilities caused by (joint or several) to which they may become subject under the Securities Act, the Exchange Act or any state securities laws, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement, including any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, preliminary prospectus or final prospectus contained therein or any prospectus included therein amendments or caused by any supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, except insofar as or (iii) any Violation or alleged Violation by the Company of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws; and the Company will reimburse the indemnified party under this Section 4(a), for any reasonable legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the indemnity described herein shall not apply any loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Investor; PROVIDED FURTHER, HOWEVER, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of the Investor, from whom the person asserting any such losses, claims, damages or liabilities are caused by any such untrue statement purchased shares in the offering, if a copy of the prospectus (as then amended or omission based upon information furnished or required to be furnished in writing to supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by the Holders or underwriter expressly for use therein, which indemnification shall include each on behalf of such Investor to such person, if anyrequired by law so to have been delivered, who controls any Holder at or underwriter within prior to the meaning written confirmation of the Securities Act sale of the shares to such person, and each officer, director, employee and agent of each Holder and underwriter; provided, however, that if the indemnification in this Section 4(aprospectus (as so amended or supplemented) with respect would have cured the defect giving rise to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinliability.

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders Holder and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any the Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter Holder expressly for use therein, which indemnification shall include each person, if any, who controls any either the Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriterthe Holder; provided, however, that the indemnification in this Section 4(a5(a) with respect to any prospectus shall not inure to the benefit of any the Holder or underwriter (or to the benefit of any person controlling any Holder or underwriterthe Holder) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriterHolder, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such the Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any the Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.

Additional Terms. (a1) The Company shall indemnify and hold harmless the Holders Security Holder and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any the Security Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders Security Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any either the Security Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each the Security Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any the Security Holder or underwriter (or to the benefit of any person controlling any the Security Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Security Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such the Security Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Security Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any the Security Holder or any such underwriter or other person referred to above unless the Security Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Security Holder or underwriter expressly for use therein.

Additional Terms. (a) The Company shall indemnify Tenant specifically acknowledges and hold harmless agrees that Landlord will sell and Tenant will purchase the Holders Premises on an "as is with all faults" basis, subject to all exceptions to and each underwriterdefects of title, within whether or not of record (but subject also to Tenant's rights and Landlord's obligations as set forth below), and that Tenant will not rely on nor will Landlord or any of its Affiliates be deemed to have made, any representations or warranties of any kind, express or implied including, without limitation, those in connection with the meaning physical condition of the Securities ActPremises (including, who may purchase from or sell for any Holderwithout limitation, any Registrable Securitiesmatters involving Hazardous Substances or compliance with any Laws), from or the nature of title to the Premises, or the advisability of Tenant's purchase of the Premises). However, until and against unless Tenant otherwise agrees in writing or defaults Landlord will not voluntarily execute any and all lossesdocuments affecting title that materially adversely affect Tenant's operations or that render title to the Premises unmarketable (but easements, claimsdedications or other documents for access, damages and liabilities caused by drainage, utilities or services (including cabling), curb cuts, or as otherwise may be needed to comply with applicable Laws or to enable Landlord to meet its obligations under this Lease or in connection with the construction of any untrue statement new building(s) or the enlargement of the Building per this Lease, will not be deemed to be violations of this restriction). If this restriction is violated after the exercise of a material fact contained Purchase Option, Tenant shall have the right to terminate that Purchase Option without liability and receive the Deposit back. Notwithstanding the foregoing, even if Tenant has validly exercised a Purchase Option, Tenant shall have the right to terminate that Purchase Option without liability (except for Landlord's out-of-pocket costs) and shall not be required to close the purchase if, after the exercise of the Purchase Option but prior to closing, there is a casualty that causes damage of the type and to the extent described in Section 16.2(b)(x) such that Tenant otherwise would have the right to terminate this Lease, and in the Registration Statement, any other registration statement filed reasonable judgement of a qualified independent contractor hired by Landlord it will take more than two (2) years from the Company under the Securities Act with respect to the registration date of the Registrable Securitiesdamage to restore access or restore or replace the destroyed parking spaces or substantially complete the repairs that Landlord would have been required to make, any post-effective amendment and Tenant notifies Landlord of its intent to such registration statementsterminate within thirty (30) days after receiving the notice from Landlord's contractor, which shall be provided as soon as reasonably practicable after the damage occurs. If these circumstances occur, the closing date shall be extended as necessary to accommodate this thirty (30)-day period. If Tenant does not so terminate, or any prospectus included therein or caused by any omission if Tenant is not permitted to state therein so terminate as a material fact required to be stated therein or necessary to make the statements therein not misleadingresult of a casualty, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect closing Landlord will assign to any prospectus shall not inure Tenant all casualty insurance proceeds otherwise payable to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) Landlord on account of any such loss, claim, the damage or liability arising from and all rights and claims in connection therewith (other than those which Landlord was entitled to receive for the sale of Registrable Securities by period and/or for the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company work and services performed prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter closing). Notwithstanding anything to the purchaser contrary, if Landlord is in the process of repairing or rebuilding casualty damage and Tenant subsequently validly exercises a Purchase Option: Landlord will continue the process of repairing or rebuilding as otherwise required in this Lease until the closing date under the Purchase Option; Tenant will be deemed to have waived its right to terminate this Lease under Article 16, and its right to terminate the Purchase Option in connection with that casualty or any repairs or rebuilding in connection therewith; Landlord will assign to Tenant as of the closing all casualty insurance proceeds otherwise payable to Landlord on account of the damage and all rights and claims in connection therewith (other than those which Landlord was entitled to receive for the period and/or for the work and services performed prior to such sale the closing), and provided further, that Landlord shall assign to Tenant and Tenant shall assume all rights and Liabilities of Landlord under the Company contracts entered into in connection with the repair or rebuilding to the extent assignable and Tenant shall not indemnify Landlord and its Affiliates for and hold them harmless from all Liabilities in connection therewith; and Landlord shall be obligated to so indemnify any Holder continue to repair or any such underwriter or other person referred rebuild after the closing date only if and to above unless the Holder or underwriter or other person, as the case may be, shall extent actually agreed to by Landlord and Tenant in good faith and in writing at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereintime.

Additional Terms. The Letter of Credit shall: (ai) The Company shall indemnify be “callable” at sight, irrevocable and hold harmless unconditional; (ii) be maintained in effect for an initial term plus annual automatic extensions thereof, for the Holders entire period from the date Tenant delivers the Letter of Credit to Landlord and each underwritercontinuing until the date which is one hundred twenty (120) days after the Lease Expiration Date (the “LC Expiration Date”); (iii) be subject to the International Standby Practices 1998, within International Chamber of Commerce Publication No. 590; (iv) be fully assignable by Landlord; and (v) permit partial draws. In addition to the meaning foregoing, the form and terms of the Securities ActLetter of Credit shall provide, who may purchase from among other things, in effect that: (A) Landlord, or sell for any Holderits then managing agent, any Registrable Securitiesshall have the right to draw down an amount up to the face amount of the Letter of Credit (1) upon the presentation to the Bank of Landlord’s (or Landlord’s then managing agent’s) written statements that such amount is due to Landlord under the terms and conditions of this Lease, from and against any and all losses, claims, damages and liabilities caused by any untrue statement (2) if the Bank delivers written notice to Landlord that the Letter of a material fact contained Credit will not be extended beyond the current expiration date thereof which would result in the Registration StatementLetter of Credit expiring prior to the LC Expiration Date (which the Bank shall only have the right to do if it provides Landlord with such notice at least sixty (60) days prior to such current expiration date), any other registration statement (3) Tenant has filed by the Company a voluntary petition under the Securities Act with respect to Federal Bankruptcy Code, or (4) an involuntary petition has been filed against Tenant under the registration of the Registrable SecuritiesFederal Bankruptcy Code, any post-effective amendment to it being understood that if Landlord or its managing agent is a limited liability company, corporation, partnership or other entity, then such registration statementsstatement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any prospectus included therein or caused authorized party (if another entity); and (B) the Letter of Credit will be honored by any omission the Bank without inquiry as to state therein a material fact required the accuracy thereof and regardless of whether Tenant disputes the content of such statement. With respect to be stated therein or necessary to make clause (2) hereinabove, if the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished Bank notifies Landlord in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification Letter of Credit will not be extended beyond the current expiration date thereof which would result in this Section 4(a) with respect to any prospectus shall not inure to the benefit Letter of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company Credit expiring prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter LC Expiration Date, then Tenant shall deliver to Landlord a replacement Letter of Credit no later than thirty (30) days prior to the purchaser prior to expiration of the Letter of Credit, which replacement Letter of Credit shall be accepted by Landlord if, and only if, such sale replacement Letter of Credit is (x) irrevocable and automatically renewable as above provided further, that through the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless LC Expiration Date upon the Holder or underwriter or other person, same terms as the case expiring Letter of Credit or such other terms as may bebe acceptable to Landlord in its sole discretion, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning (y) issued by a solvent nationally recognized bank that is acceptable to Landlord in Landlord’s sole discretion and meets all of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement Letter of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinCredit Issuer Requirements.

Additional Terms. (a) The To the extent permitted by law, the Company shall will indemnify and hold harmless the Holders Investor, its agents, trustees and beneficiaries, partners or officers, directors and shareholders of the Investor, legal counsel and accountants for the Investor, and each underwriter, person who controls the Investor within the meaning of the Securities Act or the Exchange Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and or liabilities caused by (joint or several) to which they may become subject under the Securities Act, the Exchange Act or any state securities laws, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement, including any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, preliminary prospectus or final prospectus contained therein or any prospectus included therein amendments or caused by any supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, except insofar as or (iii) any Violation or alleged Violation by the Company of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws; and the Company will reimburse the indemnified party under this Section 4(a), for any reasonable legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity described herein shall not apply any loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Investor; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of the Investor, from whom the person asserting any such losses, claims, damages or liabilities are caused by any such untrue statement purchased shares in the offering, if a copy of the prospectus (as then amended or omission based upon information furnished or required to be furnished in writing to supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by the Holders or underwriter expressly for use therein, which indemnification shall include each on behalf of such Investor to such person, if anyrequired by law so to have been delivered, who controls any Holder at or underwriter within prior to the meaning written confirmation of the Securities Act sale of the shares to such person, and each officer, director, employee and agent of each Holder and underwriter; provided, however, that if the indemnification in this Section 4(aprospectus (as so amended or supplemented) with respect would have cured the defect giving rise to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinliability.

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein. If for any reason the indemnification provided for in the preceding section is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. Neither the filing of a Registration Statement by the Company pursuant to this Agreement nor the making of any request for prospectuses by the Holder shall impose upon any Holder any obligation to sell the Holder's Registrable Securities. Each Holder, upon receipt of notice from the Company that an event has occurred which requires a Post-Effective Amendment to the Registration Statement or a supplement to the prospectus included therein, shall promptly discontinue the sale of Registrable Securities until the Holder receives a copy of a supplemented or amended prospectus from the Company, which the Company shall provide as soon as practicable after such notice. If the Company fails to keep the Registration Statement referred to above continuously effective during the requisite period, then the Company shall, promptly upon the request of any Holder, use best efforts to update the Registration Statement or file a new registration statement covering the Registrable Securities remaining unsold, subject to the terms and provisions hereof. Each Holder agrees to provide the Company with any information or undertakings reasonably requested by the Company in order for the Company to include any appropriate information concerning the Holder in the Registration Statement or in order to promote compliance by the Company or the Holder with the Securities Act. The Company agrees that it shall cause each of its directors, officers and shareholders owning ten percent (10%) or more of the Company's outstanding Common Stock to refrain from selling any shares of the Company's Common Stock until the Registration Statement has been declared effective. Each Holder, on behalf of itself and its affiliates, hereby covenants and agrees not to, directly or indirectly, offer to "short sell", contract to "short sell" or otherwise "short sell" any securities of the Company, including, without limitation, the Common Stock .

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders Holder and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any the Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable SecuritiesAct, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders any Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any either the Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each the Holder and underwriter; provided, however, that the indemnification in this Section 4(a5(a) with respect to any prospectus shall not inure to the benefit of any the Holder or underwriter (or to the benefit of any person controlling any the Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such the Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus Prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinsale.

Additional Terms. (a) The To the extent permitted by law, the Company shall will indemnify and hold harmless the Holders Investor, its agents, trustees and beneficiaries, partners or officers, directors, partners, members and shareholders of the Investor, legal counsel and accountants for the Investor, and each underwriter, person who controls the Investor within the meaning of the Securities Act or the Exchange Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and or liabilities caused by (joint or several) to which they may become subject under the Securities Act, the Exchange Act or any state securities laws, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement, including any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, preliminary prospectus or final prospectus contained therein or any prospectus included therein amendments or caused by any supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused (iii) any violation or alleged violation by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws; and each officerthe Company will reimburse the indemnified party under this Section 5(a), directorfor any reasonable legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, employee and agent of each Holder and underwriterclaim, damage, liability or action; provided, however, that the indemnification in this Section 4(a) with respect indemnity described herein shall not apply to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage damage, liability or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior action to the subject sale and the subsequent prospectus was not delivered extent that it arises out of or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission is based upon a Violation that occurs in reliance upon and in conformity with written information furnished in writing to the Company by the Holder or underwriter expressly for use thereinin connection with such registration by the Investor.

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders Holder and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.

Additional Terms. (a) The To the extent permitted by law, the Company shall will indemnify and hold harmless the Holders Investor, its agents, trustees and beneficiaries, partners or officers, directors and shareholders of the Investor, legal counsel and accountants for the Investor, and each underwriter, person who controls the Investor within the meaning of the Securities Act or the Exchange Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and or liabilities caused by (joint or several) to which they may become subject under the Securities Act, the Exchange Act or any state securities laws, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement, including any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, preliminary prospectus or final prospectus contained therein or any prospectus included therein amendments or caused by any supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, except insofar as or (iii) any Violation or alleged Violation by the Company of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws; and the Company will reimburse the indemnified party under this Section 4(a), for any reasonable legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity described herein shall not apply any loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished by the Investor (or any agent of the Investor) expressly for use in connection with such registration by the Investor; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of the Investor, from whom the person asserting any such losses, claims, damages or liabilities are caused by any such untrue statement purchased shares in the offering, if a copy of the prospectus (as then amended or omission based upon information furnished or required to be furnished in writing to supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by the Holders or underwriter expressly for use therein, which indemnification shall include each on behalf of such Investor to such person, if anyrequired by law so to have been delivered, who controls any Holder at or underwriter within prior to the meaning written confirmation of the Securities Act sale of the shares to such person, and each officer, director, employee and agent of each Holder and underwriter; provided, however, that if the indemnification in this Section 4(aprospectus (as so amended or supplemented) with respect would have cured the defect giving rise to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinliability.

Additional Terms. (a) The Company shall indemnify Tenant specifically acknowledges and hold harmless agrees that Landlord will sell and Tenant will purchase the Holders Premises on an "as is with all faults" basis, subject to all exceptions to and each underwriterdefects of title, within whether or not of record (but subject also to Tenant's rights and Landlord's obligations as set forth below), and that Tenant will not rely on nor will Landlord or any of its Affiliates be deemed to have made, any representations or warranties of any kind, express or implied including, without limitation, those in connection with the meaning physical condition of the Securities ActPremises (including, who may purchase from or sell for any Holderwithout limitation, any Registrable Securitiesmatters involving Hazardous Substances or compliance with any Laws), from or the nature of title to the Premises, or the advisability of Tenant's purchase of the Premises). However, until and against unless Tenant otherwise agrees in writing or defaults Landlord will not voluntarily execute any and all lossesdocuments affecting title that materially adversely affect Tenant's operations or that render title to the Premises unmarketable (but easements, claimsdedications or other documents for access, damages and liabilities caused by drainage, utilities or services (including cabling), curb cuts, or as otherwise may be needed to comply with applicable Laws or to enable Landlord to meet its obligations under this Lease or in connection with the construction of any untrue statement new building(s) or the enlargement of the Building per this Lease, will not be deemed to be violations of this restriction). If this restriction is violated after the exercise of a material fact contained Purchase Option, Tenant shall have the right to terminate that Purchase Option without ADDENDUM #4 Page 2 of 4 90 liability and receive the Deposit back. Notwithstanding the foregoing, even if Tenant has validly exercised a Purchase Option, Tenant shall have the right to terminate that Purchase Option without liability (except for Landlord's out-of-pocket costs) and shall not be required to close the purchase if, after the exercise of the Purchase Option but prior to closing, there is a casualty that causes damage of the type and to the extent described in Section 16.2(b)(x) such that Tenant otherwise would have the right to terminate this Lease, and in the Registration Statement, any other registration statement filed reasonable judgement of a qualified independent contractor hired by Landlord it will take more than two (2) years from the Company under the Securities Act with respect to the registration date of the Registrable Securitiesdamage to restore access or restore or replace the destroyed parking spaces or substantially complete the repairs that Landlord would have been required to make, any post-effective amendment and Tenant notifies Landlord of its intent to such registration statementsterminate within thirty (30) days after receiving the notice from Landlord's contractor, which shall be provided as soon as reasonably practicable after the damage occurs. If these circumstances occur, the closing date shall be extended as necessary to accommodate this thirty (30)- day period. If Tenant does not so terminate, or any prospectus included therein or caused by any omission if Tenant is not permitted to state therein so terminate as a material fact required to be stated therein or necessary to make the statements therein not misleadingresult of a casualty, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect closing Landlord will assign to any prospectus shall not inure Tenant all casualty insurance proceeds otherwise payable to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) Landlord on account of any such loss, claim, the damage or liability arising from and all rights and claims in connection therewith (other than those which Landlord was entitled to receive for the sale of Registrable Securities by period and/or for the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company work and services performed prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter closing). Notwithstanding anything to the purchaser contrary, if Landlord is in the process of repairing or rebuilding casualty damage and Tenant subsequently validly exercises a Purchase Option: Landlord will continue the process of repairing or rebuilding as otherwise required in this Lease until the closing date under the Purchase Option; Tenant will be deemed to have waived its right to terminate this Lease under Article 16, and its right to terminate the Purchase Option in connection with that casualty or any repairs or rebuilding in connection therewith; Landlord will assign to Tenant as of the closing all casualty insurance proceeds otherwise payable to Landlord on account of the damage and all rights and claims in connection therewith (other than those which Landlord was entitled to receive for the period and/or for the work and services performed prior to such sale the closing), and provided further, that Landlord shall assign to Tenant and Tenant shall assume all rights and Liabilities of Landlord under the Company contracts entered into in connection with the repair or rebuilding to the extent assignable and Tenant shall not indemnify Landlord and its Affiliates for and hold them harmless from all Liabilities in connection therewith; and Landlord shall be obligated to so indemnify any Holder continue to repair or any such underwriter or other person referred rebuild after the closing date only if and to above unless the Holder or underwriter or other person, as the case may be, shall extent actually agreed to by Landlord and Tenant in good faith and in writing at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereintime.

Additional Terms. (a) a. The Company shall indemnify and hold harmless the Holders Holder and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any the Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any either the Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each the Holder and underwriter; provided, however, that the indemnification in this Section 4(a5(a) with respect to any prospectus shall not inure to the benefit of any the Holder or underwriter (or to the benefit of any person controlling any the Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such the Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any the Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.

Additional Terms. (a) The To the extent permitted by law, the Company shall will indemnify and hold harmless the Holders Investor, its agents, trustees and beneficiaries, partners or officers, directors and shareholders of the Investor, legal counsel and accountants for the Investor, and each underwriter, person who controls the Investor within the meaning of the Securities Act or the Exchange Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and or liabilities caused by (joint or several) to which they may become subject under the Securities Act, the Exchange Act or any state securities laws, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement, including any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, preliminary prospectus or final prospectus contained therein or any prospectus included therein amendments or caused by any supplements thereto: (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, except insofar as or (iii) any Violation or alleged Violation by the Company of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws: and the Company will reimburse the indemnified party under this Section 4(a), for any reasonable legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity described herein shall - not apply any loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Investor; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of the Investor, from whom the person asserting any such losses, claims, damages or liabilities are caused by any such untrue statement purchased shares in the offering, if a copy of the prospectus (as then amended or omission based upon information furnished or required to be furnished in writing to supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by the Holders or underwriter expressly for use therein, which indemnification shall include each on behalf of such Investor to such person, if anyrequired by law so to have been delivered, who controls any Holder at or underwriter within prior to the meaning written confirmation of the Securities Act sale of the shares to such person, and each officer, director, employee and agent of each Holder and underwriter; provided, however, that if the indemnification in this Section 4(aprospectus (as so amended or supplemented) with respect would have cured the defect rise to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinliability.

Additional Terms. Headings used in this Order are for reference and convenience only and in no way define, limit, describe or affect the provisions of this Order. This Order shall be interpreted without regard to which party initiated the drafting process for or drafted this Order or proposed or drafted particular language and shall not be construed for or against any party by reason of the same. Supplier agrees that prior to entering into this Order it thoroughly reviewed and understood this Order and its obligations, liabilities and risks under this Order and made sufficient allowance in the payments which may be made to it in accordance with this Order for accepting such obligations, liabilities and risks. Supplier agrees that this Order and its obligations, liabilities and risks under this Order are fair and reasonable and are accepted by Supplier as its commercial risks and that Supplier shall not seek to change or challenge this Order or its obligations, liabilities or risks under this Order. Supplier agrees that this Order shall govern all circumstances and all changes in circumstances as may arise and the risks, costs and expenses of Supplier relating to or arising out of the same. Supplier is an independent contractor and nothing in this Order shall be construed to create a partnership, employment, agency or joint venture relationship between Supplier and Buyer. Neither part nor all of this Order (nor any rights and obligations under it), may be sub-contracted, sub-licensed, charged, assigned or otherwise dealt with by Supplier, without Buyer’s prior written permission, which may be withheld in the absolute discretion of Buyer. No waiver by Buyer of any breach, right or remedy shall constitute a continuing waiver, nor shall it be construed as a waiver of any other breach, right or remedy. Any waiver by Buyer shall not be valid unless in writing signed by Buyer This Order may be supplemented or modified only by a written agreement between Supplier and Buyer. The terms of this Order are severable and the invalidity of any term of this Order shall not affect the validity of any other term. Supplier undertakes that (a) The Company it and its officers, directors, employees, agents, contractors, delegates or representatives shall indemnify comply with all applicable anti- corruption Laws, including local anti-corruption Laws; and hold harmless (b) neither it nor any of its Service Providers or its or any Service Provider’s officers, directors, employees or other personnel shall pay, offer, or promise to pay, or authorize the Holders and payment of, in each underwriter, within the meaning of the Securities Act, who may purchase from case directly or sell for any Holderindirectly, any Registrable Securitiesmoney, gift, or anything of value to any officer or employee of a government at any level or any state agency, state-owned or controlled agency or enterprise, or public international organization, or any person acting in an official capacity for or on behalf of any such government, state agency, state-owned or controlled agency or enterprise or public international organization, or a candidate for political office, or a political party or party official, for the purpose of influencing any act or decision or securing any improper advantage, in order to obtain or retain business for or with, or direct business to any person. Supplier shall also ensure that all Service Providers duly and punctually pay all Taxes which may become due from them. For the avoidance of doubt, Supplier shall bear and against any shall be solely responsible for paying its own pension, provident fund, medical, disability and insurance costs and expenses and all losses, claims, damages similar costs and liabilities caused by any untrue statement expenses. The terms and conditions of a material fact contained in this Order constitute the Registration Statement, any other registration statement filed by the Company under the Securities Act entire agreement between Buyer and Supplier with respect to the registration subject matter of this Order and shall supersede any previous agreement between Buyer and Supplier, whether oral or written, concerning the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning subject matter of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus Order. This provision shall not inure to the benefit prejudice or affect any BPA or XXXX. Any right power or remedy of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such lossBuyer under this Order is in addition to, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not prejudice, limit or diminish or be obligated to so indemnify prejudiced, limited or diminished by and may be enforced concurrently with, (i) any Holder other right, power or remedy of Buyer under this Order, and/or (ii) any such underwriter right, power or other person referred to above unless the Holder remedy of Buyer under Law and/or (iii) any right, power or underwriter remedy of Buyer under any BPA or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinXXXX.

Additional Terms. (a) The Company shall indemnify Tenant specifically acknowledges and hold harmless agrees that Landlord will sell and Tenant will purchase the Holders Premises on an "as is with all faults" basis, subject to all exceptions to and each underwriterdefects of title, within whether or not of record (but subject also to Tenant's rights and Landlord's obligations as set forth below), and that Tenant will not rely on nor will Landlord or any of its Affiliates be deemed to have made, any representations or warranties of any kind, express or implied including, without limitation, those in connection with the meaning physical condition of the Securities ActPremises (including, who may purchase from or sell for any Holderwithout limitation, any Registrable Securitiesmatters involving Hazardous Substances or compliance with any Laws), from or the nature of title to the Premises, or the advisability of Tenant's purchase of the Premises). However, until and against unless Tenant otherwise agrees in writing or defaults Landlord will not voluntarily execute any and all lossesdocuments affecting title that materially adversely affect Tenant's operations or that render title to the Premises unmarketable (but easements, claimsdedications or other documents for access, damages and liabilities caused by drainage, utilities or services (including cabling), curb cuts, or as otherwise may be needed to comply with applicable Laws or to enable Landlord to meet its obligations under this Lease or in connection with the construction of any untrue statement new building(s) or the enlargement of the Building per this Lease will not be deemed to be violations of this restriction). If this restriction is violated after the exercise of a material fact contained Purchase Option, Tenant shall have the right to terminate that Purchase Option without liability and receive the Deposit back. Notwithstanding the foregoing, even if Tenant has validly exercised a Purchase Option, Tenant shall have the right to terminate that Purchase Option without liability (except for Landlord's out-of-pocket costs) and shall not be required to close the purchase if, after the exercise of the Purchase Option but prior to closing, there is a casualty that causes damage of the type and to the extent described in Section 16.2(b)(x) such that Tenant otherwise would have the right to terminate this Lease, and in the Registration Statement, any other registration statement filed reasonable judgement of a qualified independent contractor hired by Landlord it will take more than two (2) years from the Company under the Securities Act with respect to the registration date of the Registrable Securitiesdamage to restore access or restore or replace the destroyed parking spaces or substantially complete the repairs that Landlord would have been required to make, any post-effective amendment and Tenant notifies Landlord of its intent to such registration statementsterminate within thirty (30) days after receiving the notice from Landlord's contractor, which shall be provided as soon as reasonably practicable after the damage occurs. If these circumstances occur, the closing date shall be extended as necessary to accomodate this thirty (30)-day period. If Tenant does not so terminate, or any prospectus included therein or caused by any omission if Tenant is not permitted to state therein so terminate as a material fact required to be stated therein or necessary to make the statements therein not misleadingresult of a casualty, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect closing Landlord will assign to any prospectus shall not inure Tenant all casualty insurance proceeds otherwise payable to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) Landlord on account of any such loss, claim, the damage or liability arising from and all rights and claims in connection therewith (other than those which Landlord was entitled to receive for the sale of Registrable Securities by period and/or for the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company work and services performed prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter closing). Notwithstanding anything to the purchaser contrary, if Landlord is in the process of repairing or rebuilding casualty damage and Tenant subsequently validly exercises a Purchase Option: Landlord will continue the process of repairing or rebuilding as otherwise required in this Lease until the closing date under the Purchase Option; Tenant will be deemed to have waived its right to terminate this Lease under Article 16, and its right to terminate the Purchase Option in connection with that casualty or any repairs or rebuilding in connection therewith; Landlord will assign to Tenant as of the closing all casualty insurance proceeds otherwise payable to Landlord on account of the damage and all rights and claims in connection therewith (other than those which Landlord was entitled to receive for the period and/or for the work and services performed prior to such sale the closing), and provided further, that Landlord shall assign to Tenant and Tenant shall assume all rights and Liabilities of Landlord under the Company contracts entered into in connection with the repair or rebuilding to the extent assignable and Tenant shall not indemnify Landlord and its Affiliates for and hold them harmless from all Liabilities in connection therewith; and Landlord shall be obligated to so indemnify any Holder continue to repair or any such underwriter or other person referred rebuild after the closing date only if and to above unless the Holder or underwriter or other person, as the case may be, shall extent actually agreed to by Landlord and Tenant in good faith and in writing at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereintime.

Additional Terms. (a) The To the extent permitted by law, the Company shall will indemnify and hold harmless the Holders Investor, its agents, trustees and beneficiaries, partners or officers, directors and shareholders of the Investor, legal counsel and accountants for the Investor, and each underwriter, person who controls the Investor within the meaning of the Securities Act or the Exchange Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and or liabilities caused by (joint or several) to which they may become subject under the Securities Act, the Exchange Act, any state securities laws or other laws, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement, including any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, preliminary prospectus or final prospectus contained therein or any prospectus included therein amendments or caused by any supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, except insofar as or (iii) any Violation or alleged Violation by the Company of the Securities Act, the Exchange Act, any state securities laws or other laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws; and the Company will reimburse the indemnified party under this Section 4(a), for any reasonable legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the indemnity described herein shall not apply any loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished by the Investor (or any agent of the Investor) expressly for use in connection with such registration by the Investor; PROVIDED FURTHER, HOWEVER, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of the Investor, from whom the person asserting any such losses, claims, damages or liabilities are caused by any such untrue statement purchased shares in the offering, if a copy of the prospectus (as then amended or omission based upon information furnished or required to be furnished in writing to supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by the Holders or underwriter expressly for use therein, which indemnification shall include each on behalf of such Investor to such person, if anyrequired by law so to have been delivered, who controls any Holder at or underwriter within prior to the meaning written confirmation of the Securities Act sale of the shares to such person, and each officer, director, employee and agent of each Holder and underwriter; provided, however, that if the indemnification in this Section 4(aprospectus (as so amended or supplemented) with respect would have cured the defect giving rise to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinliability.

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any HolderHolders, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder Holders or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder Holders and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder Holders or underwriter (or to the benefit of any person controlling any Holder Holders or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder Holders or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder Holders or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder Holders or underwriter to the purchaser Holders prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder Holders or any such underwriter or other person referred to above unless the Holder Holders or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder Holders or underwriter expressly for use therein.

Additional Terms. (a) A. The Company shall indemnify and hold harmless the Holders and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders Holder and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any the Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementeither registration statement filed pursuant to Article 2 of this Agreement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any either the Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each the Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any the Holder or underwriter (or to the benefit of any person controlling any the Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such the Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale sale; and provided further, that the Company shall not be obligated to so indemnify any the Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement applicable registration statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statementapplicable registration statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.Holder

Additional Terms. (a) The Company shall indemnify Tenant specifically acknowledges and hold harmless agrees that Landlord will sell and Tenant will purchase the Holders Premises on an "as is with all faults" basis, subject to all exceptions to and each underwriterdefects of title, within whether or not of record (but subject also to Tenant's rights and Landlord's obligations as set forth below), and that Tenant will not rely on nor will Landlord or any of its Affiliates be deemed to have made, any representations or warranties of any kind, express or implied including, without limitation, those in connection with the meaning physical condition of the Securities ActPremises (including, who may purchase from or sell for any Holderwithout limitation, any Registrable Securitiesmatters involving Hazardous Substances or compliance with any Laws), from or the nature of title to the Premises, or the advisability of Tenant's purchase of the Premises). However, until and against unless Tenant otherwise agrees in writing or defaults Landlord will not voluntarily execute any and all lossesdocuments affecting title that materially adversely affect Tenant's operations or that render title to the Premises unmarketable (but easements, claimsdedications or other documents for utilities or curb cuts, damages and liabilities caused by or as otherwise may be needed to comply with applicable Laws or to enable Landlord to meet its obligations under this Lease or in connection with the construction of any untrue statement new building(s) or the enlargement of the Building per this Lease, will not be deemed to be violations of this restriction). If this restriction is violated after the exercise of a material fact contained Purchase Option, Tenant shall have the right to terminate that Purchase Option without liability and receive the Deposit back. Notwithstanding the foregoing, even if Tenant has validly exercised a Purchase Option, Tenant shall have the right to terminate that Purchase Option without liability (except for Landlord's out-of-pocket costs) and shall not be required to close the purchase if, after the exercise of the Purchase Option but prior to closing, there is a casualty that causes damage of the type and to the extent described in Section 16.2(b)(x) such that Tenant otherwise would have the right to terminate this Lease, and in the Registration Statement, any other registration statement filed reasonable judgement of a qualified independent contractor hired by Landlord it will take more than two (2) years from the Company under the Securities Act with respect to the registration date of the Registrable Securitiesdamage to restore access or restore or replace the destroyed parking spaces or substantially complete the repairs that Landlord would have been required to make, any post-effective amendment and Tenant notifies Landlord of its intent to such registration statementsterminate within thirty (30) days after receiving the notice from Landlord's contractor, which shall be provided as soon as reasonably practicable after the damage occurs. If these circumstances occur, the closing date shall be extended as necessary to accommodate this thirty (30)-day period. If Tenant does not so terminate, or any prospectus included therein or caused by any omission if Tenant is not permitted to state therein so terminate as a material fact required to be stated therein or necessary to make the statements therein not misleadingresult of a casualty, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect closing Landlord will assign to any prospectus shall not inure Tenant all casualty insurance proceeds otherwise payable to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) Landlord on account of any such loss, claim, the damage or liability arising from and all rights and claims in connection therewith (other than those which Landlord was entitled to receive for the sale of Registrable Securities by period and/or for the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company work and services performed prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter closing). Notwithstanding anything to the purchaser contrary, if Landlord is in the process of repairing or rebuilding casualty damage and Tenant subsequently validly exercises a Purchase Option: Landlord will continue the process of repairing or rebuilding as otherwise required in this Lease until the closing date under the Purchase Option; Tenant will be deemed to have waived its right to terminate this Lease under Article 16, and its right to terminate the Purchase Option in connection with that casualty or any repairs or rebuilding in connection therewith; Landlord will assign to Tenant as of the closing all casualty insurance proceeds otherwise payable to Landlord on account of the damage and all rights and claims in connection therewith (other than those which Landlord was entitled to receive for the period and/or for the work and services performed prior to such sale the closing), and provided further, that Landlord shall assign to Tenant and Tenant shall assume all rights and Liabilities of Landlord under the Company contracts entered into in connection with the repair or rebuilding to the extent assignable and Tenant shall not indemnify Landlord and its Affiliates for and hold them harmless from all Liabilities in connection therewith; and Landlord shall be obligated to so indemnify any Holder continue to repair or any such underwriter or other person referred rebuild after the closing date only if and to above unless the Holder or underwriter or other person, as the case may be, shall extent actually agreed to by Landlord and Tenant in good faith and in writing at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereintime.

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders Holder and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any the Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any either the Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each the Holder and underwriter; provided, however, that the indemnification in this Section 4(a5(a) with respect to any prospectus shall not inure to the benefit of any the Holder or underwriter (or to the benefit of any person controlling any the Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such the Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any the Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.

Additional Terms. (a) The Company shall indemnify and hold harmless the Holders Holder and each underwriter, within the meaning of the Securities Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders Holder or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(a) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use therein.

Additional Terms. (a) The To the extent permitted by law, the Company shall will indemnify and hold harmless the Holders Investor, its agents, trustees and beneficiaries, partners, officers, directors, shareholders and members of the Investor, legal counsel and accountants for the Investor, and each underwriter, person who controls the Investor within the meaning of the Securities Act or the Exchange Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and or liabilities caused by (joint or several) to which they may become subject under the Securities Act, the Exchange Act or any state securities laws, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement, including any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, preliminary prospectus or final prospectus contained therein or any prospectus included therein amendments or caused by any supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, except insofar as or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws; and the Company will reimburse the indemnified party under this Section 4(a), for any reasonable legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the indemnity described herein shall not apply any loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Investor; PROVIDED FURTHER, HOWEVER, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of the Investor, from whom the person asserting any such losses, claims, damages or liabilities are caused by any such untrue statement purchased shares in the offering, if a copy of the prospectus (as then amended or omission based upon information furnished or required to be furnished in writing to supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by the Holders or underwriter expressly for use therein, which indemnification shall include each on behalf of such Investor to such person, if anyrequired by law so to have been delivered, who controls any Holder at or underwriter within prior to the meaning written confirmation of the Securities Act sale of the shares to such person, and each officer, director, employee and agent of each Holder and underwriter; provided, however, that if the indemnification in this Section 4(aprospectus (as so amended or supplemented) with respect would have cured the defect giving rise to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale of Registrable Securities by the Holder or underwriter, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to such Holder or underwriter by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinliability.

Additional Terms. (a) The Company shall indemnify INDEMNITIES. Each Party agrees to indemnify, defend and hold the other Party harmless the Holders and each underwriterfor damages, within the meaning of the Securities Act, who may purchase from or sell for any Holder, any Registrable Securities, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any other registration statement filed by the Company under the Securities Act with respect to the registration of the Registrable Securities, any post-effective amendment to such registration statements, or any prospectus included therein or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused (including reasonable attorneys' fees) (collectively, "Losses") incurred by such other Party arising from any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holders or underwriter expressly for use therein, which indemnification shall include each person, if any, who controls any Holder or underwriter within the meaning of the Securities Act and each officer, director, employee and agent of each Holder and underwriter; provided, however, that the indemnification in this Section 4(athird party claims (i) with respect to any prospectus shall not inure to the benefit of any Holder or underwriter (or to the benefit of any person controlling any Holder or underwriter) on account of any such loss, claim, damage or liability arising from the sale indemnifying Party's material breach of Registrable Securities any obligation, representation or warranty under this Term Sheet and/or the Agreement, or (ii) relating to any physical damage to property, or personal injury or death, caused by the Holder indemnifying Party or underwriterany of its Affiliates, if a copy agents or subcontractors. AOL agrees to indemnify, defend, and hold Vendor harmless from Losses arising from any third party claims of a subsequent prospectus correcting intellectual property rights infringement arising from any AOL-developed materials provided to Vendor to provide the untrue statement Services. Further, Vendor agrees to indemnify, defend, and hold AOL harmless from Losses arising from any third party claims of intellectual property rights infringement arising from the Services or omission from any materials or services utilized to provide the Services. If any item described in the last sentence becomes, or is likely to become, the subject of an infringement or misappropriation claim or proceeding, Vendor shall, in addition to indemnifying AOL as provided above, promptly at Vendor's expense use best efforts to (i) secure the right to continue using the item, or (ii) replace or modify the item to make it non-infringing, provided that any such replacement or modification shall not degrade the performance or quality of the affected component of the Services. In the event neither of such actions can be accomplished by Vendor, and only in such earlier prospectus was provided event, Vendor shall remove the item from the Services and the applicable charges under this Term Sheet and/or the Agreement shall be equitably adjusted to reflect such Holder removal and if such removal may reasonably cause degradation of performance or underwriter quality of the affected component of the Services as required by the Company prior Exhibit 2 - Service Level Agreement, AOL may at its option terminate this Term Sheet and/or the upon notice to the subject sale and the subsequent prospectus was not delivered or sent by the Holder or underwriter to the purchaser prior to such sale and provided further, that the Company shall not be obligated to so indemnify any Holder or any such underwriter or other person referred to above unless the Holder or underwriter or other person, as the case may be, shall at the same time indemnify the Company, its directors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder or underwriter expressly for use thereinVendor.