Common use of Concerning the Rights Agent Clause in Contracts

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. (a) The Company agrees to will pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company will also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, suit, action, proceeding or expense, incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted to be done by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim (whether asserted by the Company, a holder of Rights, or any other Person) of liability arising therefrom, directly or indirectly. The provisions of this Section 18(a) shall survive the expiration of the Rights and the termination of this Agreement. (b) The Rights Agent will be protected and will incur no liability for or in respect of any action taken, suffered, or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate evidencing Preferred Shares or Common Shares or other securities of the premises. Anything Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed and executed by the proper Person or Persons. (c) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, indirect, punitive or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such the loss or damage. The Rights Agent shall be protected damage and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities regardless of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution form of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureaction.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable on demand compensation as agreed in writing between the Company and the Rights Agent for all services rendered by it hereunder and, and from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable and documented expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent ,its employees, officers or directors for, and to hold it harmless against, any loss, liability, damage, demand, judgment, fine, penalty, claim, settlement, cost or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent expense (including the reasonable fees and expenses of legal counsel), for anything done any action taken, suffered or omitted to be taken by the Rights Agent pursuant to this Agreement or in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the reasonable and documented costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder; provided that the Company shall not be required to indemnify the Rights Agent, its employees, officers or directors for any such loss, liability, damage, demand, judgment, fine, penalty, claim, settlement cost or expense to the extent caused by the Right Agent’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). (b) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Rights Certificate or Book Entry for Common Stock or other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statements or other paper or document believed by it to be genuine and to be signed, executed and shall not be obligated to verify the accuracy or completeness of such instrument, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statements or other paper or document and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has received such notice in writing. (c) Notwithstanding anything in this Agreement to the contrary, in no case shall the Company be liable with respect to any action, proceeding, suit or claim against the Rights Agent unless the Rights Agent shall have notified the Company in accordance with Section 27 hereof of the assertion of such action, proceeding, suit or claim against the Rights Agent, promptly after the Rights Agent shall have notice of such assertion of an action, proceeding, suit or claim or have been served with the summons or other first legal process giving information as to the nature and basis of the action, proceeding, suit or claim; provided that the failure to provide such notice promptly shall not affect the rights of the Rights Agent hereunder except to the extent that such failure actually prejudices the Company. The Company shall be entitled to participate at its own expense in the premisesdefense of any such action, proceeding, suit or claim, and, if the Company so elects, the Company shall assume the defense of any such action, proceeding, suit or claim. Anything In the event that the Company assumes such defense, the Company shall not thereafter be liable for the fees and expenses of any counsel retained by the Rights Agent, so long as the Company shall retain counsel satisfactory to the contrary notwithstandingRights Agent, in the exercise of its reasonable judgment, to defend such action, proceeding, suit or claim, and provided that the Rights Agent does not have defenses that are adverse to or different from any defenses of the Company. The Rights Agent agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without the prior written consent of the Company, which shall not be unreasonably withheld. (d) The provisions of this Section 19 and Section 18 shall survive the termination of this Agreement, the resignation, replacement or removal of the Rights Agent and the exercise, termination and the expiration of the Rights. Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirectpunitive, incidental, indirect or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected damage and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities regardless of the Company, instrument form of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it the action; and the Company agrees to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, indemnify the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by to hold it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended harmless to the Form fullest extent permitted by law against any loss, liability or expense incurred as a result of Assignment and claims for special, punitive, incidental, indirect or consequential loss or damages of any kind whatsoever provided in each case that such claims are not based on the Form gross negligence, bad faith or willful misconduct of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent (each as determined by a final judgment of a court of competent jurisdiction). Any liability of the Rights Agent under this Agreement shall have actual knowledge that, as executed, be limited to the Certification is untrue or (ii) amount of annual fees paid by the non-execution or failure Company to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureRights Agent.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed exe- cuted and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable and documented expenses and counsel fees and disbursements and other disbursements incurred in the administration preparation, negotiation, execution, delivery and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, expense incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)for any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever liability. (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be duly signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20. In addition to Unless the foregoingRights Agent receives notice thereof, the Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration any event unless and until it has received notice of such event in writing. (c) Notwithstanding anything in this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and contrary, in no case shall the Form of Election Company be liable with respect to Purchase included as part of Exhibit B hereto (the "Certification")any action, unless proceeding, suit or claim against the Rights Agent shall have actual knowledge thatunless, as executedto the extent the Company is not also a party to such action, proceeding, suit or claim, the Certification is untrue Rights Agent has notified the Company in accordance with Section 26 of the assertion of such action, proceeding, suit or (ii) claim against the non-execution Rights Agent, promptly after the Rights Agent has actual notice of such assertion of an action, proceeding, suit or claim or has been served with the summons or other first legal process giving information as to the nature and basis of the action, proceeding, suit or claim; provided that the failure to complete provide such notice promptly shall not affect the Certification includingrights of the Rights Agent hereunder, except to the extent such failure actually prejudiced the Company. The Company shall be entitled to participate, at its own expense, in the defense of any such action, proceeding, suit or claim, and, if the Company so elects, the Company shall assume the defense of any such action, proceeding, suit or claim. In the event the Company assumes such defense, the Company shall not thereafter be liable for the fees and expenses of any counsel retained by the Rights Agent, so long as the Company retains counsel satisfactory to the Rights Agent, in the exercise of its reasonable judgment, to defend such action, proceeding, suit or claim, and provided that the Rights Agent does not have defenses that are adverse to any defenses of the Company. The Rights Agent agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without limitationthe prior written consent of the Company, any refusal to honor any otherwise permissible assignment which consent shall not be unreasonably withheld, conditioned or election by reason delayed. (d) The provisions of such non-execution this Section 18 and Section 20 shall survive the termination of this Agreement, the resignation, replacement or failureremoval of the Rights Agent and the exercise, termination and expiration of the Rights.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, execution, delivery, amendment and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the reasonable fees and expenses of counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses each as may be finally determined by a court of counsel)competent jurisdiction) for any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in on the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Any liability of the Rights Agent under this Rights Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, reimbursement of its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. . (b) The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, damage, liability, demand, judgment, fine, penalty, claim, settlement, cost or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses as each must be determined by final non-appealable judgment of counsel)a court of competent jurisdiction, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and of, administration of and performance of its duties under this Agreement, including reasonable attorneys’ fees and expenses and the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever . (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. c) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration and performance of this Agreement in reliance upon any Right Certificate or Certificate, certificate for shares of Common Stock or for Preferred Stock, Units or other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessaryexpressly required hereunder, guaranteed, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth herein. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, for failing to take any action taken or omitted by it in connection with its administration therewith, unless and until it has received such notice. (d) The provisions of this Agreement in reliance upon (i) Section 17 and Section 19 shall survive the proper execution termination or expiration of this Agreement, the exercise or expiration of the certification concerning beneficial ownership appended Rights and the resignation, replacement or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Anything to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification")contrary notwithstanding, unless in no event shall the Rights Agent shall have actual knowledge thatbe liable for special, as executedpunitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits, even if the Certification is untrue Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Agreement (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election other than by reason of such gross negligence, bad faith or willful misconduct, in each case as determined by a non-execution or failureappealable judgment of a court of competent jurisdiction) will be limited to the amount of fees (but not reimbursed expenses) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being sought.

Concerning the Rights Agent. The agreements set forth in this Section 18 shall survive termination of the Agreement and the payments of all amounts hereunder. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution nonexecution or failure.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and expenses and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, demand, judgment, fine, penalty, claim, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses each as determined by a final judgment of counsel)a court of competent jurisdiction) for any action taken, for anything done suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including but not limited to the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder. (b) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with, its acceptance and administration of this Agreement and the premisesexercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Preferred Shares or Ordinary Shares or for any other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Anything The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, but for which it has not received such notice, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has received such notice in writing. (c) The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the resignation, replacement or removal of the Rights Agent and the exercise, termination and the expiration of the Rights. To the extent successful in whole or in part, the costs and expenses incurred by the Rights Agent in enforcing its right of indemnification shall be paid by the Company. Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, indirectpunitive, incidental, indirect or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected damage and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities regardless of the Company, instrument form of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it the action; and the Company agrees to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, indemnify the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by to hold it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended harmless to the Form fullest extent permitted by law against any loss, liability or expense incurred as a result of Assignment and claims for special, punitive, incidental, indirect or consequential loss or damages of any kind whatsoever provided that such claims are not based on the Form gross negligence, bad faith or willful misconduct of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent (each as determined by a final judgment of a court of competent jurisdiction). Any liability of the Rights Agent under this Agreement shall have actual knowledge that, as executed, be limited to the Certification is untrue or (ii) amount of annual fees paid by the non-execution or failure Company to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureRights Agent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, execution, delivery, amendment and administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (each as may be finally determined by a court of competent jurisdiction) on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including without limitation the costs and expenses of defending against any claim of liability relating to the Rights or this Rights Agreement. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the premisesCompany. Any liability of the Rights Agent under this Rights Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, punitive, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. . (b) The Rights Agent shall be protected against, and shall incur no liability for or in respect of of, any action taken, suffered or omitted by it in connection with its acceptance and administration of this Rights Agreement in reliance upon any Right Rights Certificate or certificate for Common Preferred Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failurepersons.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable and documented expenses and counsel fees and disbursements and other disbursements incurred in the administration preparation, negotiation, execution, administration, delivery and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the reasonable fees and expenses of legal counsel) that is paid, incurred or to which it becomes subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of counsel)a court of competent jurisdiction) for any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstandingarising therefrom, in no event shall the Rights Agent be liable for specialdirectly or indirectly, indirect, consequential or incidental loss or damage of any kind whatsoever enforcing its rights under this Agreement. (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the CompanyCompany (including in the case of uncertificated securities, by notation in Book Entry accounts reflecting ownership), instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration therewith unless and until it has received notice in writing. (c) This Section 18 and Section 20 shall survive the termination of this Agreement in reliance upon (i) Agreement, the proper execution resignation, replacement or removal of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent and the exercise, termination and expiration of the Rights. Notwithstanding anything in this Agreement to the contrary, in no event shall have actual knowledge thatthe Rights Agent be liable for special, as executedpunitive, incidental, indirect or consequential loss or damage of any kind whatsoever, even if the Certification is untrue Rights Agent has been advised of the likelihood of such loss or damage (iiincluding lost profits) and regardless of the non-execution or failure form of the action. Notwithstanding anything in this Agreement to complete the Certification including, without limitationcontrary, any refusal liability of the Rights Agent under this Agreement shall be limited to honor the amount of fees (but not including any otherwise permissible assignment or election reimbursed costs) paid by reason of such non-execution or failurethe Company to the Rights Agent during the twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being sought.

Concerning the Rights Agent. The Company Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its it duties hereunder. The Company Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in In no event shall the Rights Agent be liable for special, indirect, indirect or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damagedamage and regardless of the form of action. The indemnity provided for herein shall survive the expiration of the Rights, the resignation or removal of the Rights Agent and the termination of this Agreement. The Rights Agent shall be protected and shall incur no liability for for, or in respect of of, any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Certificate or delivered to the Rights Agent pursuant to Sections 6 and 7 of this certificate for Common Stock Shares or for other securities of the CompanyCorporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, reimbursement for its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. . (b) The Company also agrees to indemnify and hold harmless the Rights Agent forand its Affiliates and their respective employees, officers, and to hold it harmless directors against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expenseexpense that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including reasonable attorneys’ fees and expenses and the costs and expenses of defending against any claim of liability in the premises. Anything The Company shall so indemnify the Rights Agent until and unless it has been determined by a final non-appealable judgment of a court of competent jurisdiction that the Rights Agent acted or failed to act with gross negligence, bad faith, or willful misconduct. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Agreement (other than by reason of the Rights Agent’s gross negligence, bad faith or willful misconduct, as is determined by a final non-appealable judgment of a court of competent jurisdiction) will be limited to the amount of fees paid by the Company to the Rights Agent. (c) The Rights Agent shall not be liable for any obligation not expressly undertaken by the Rights Agent in this Agreement. (d) The Rights Agent shall be entitled to request of and receive from the Company an opinion of counsel or written directive of the Company, upon which the Rights Agent may conclusively rely, prior to fulfilling any obligation of the Rights Agent provided herein; provided, that any such request by the Rights Agent shall be reasonable. If the Rights Agent has requested of the Company an opinion of counsel or written directive of the Company, the Rights Agent shall not have any obligation to perform the action, or refrain from performing the action, requested of the Rights Agent unless and until the Rights Agent receives the requested opinion of counsel or written directive of the Company; provided, that, in each instance, the Company shall have the discretion to determine whether to deliver an opinion of counsel or written directive of the Company. (e) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for Common Stock Shares, Warrants, shares of the Existing Preferred Stock, Preferred Shares or for other securities of the CompanyCompany (including in the case of uncertificated securities, by notation in book entry accounts reflecting ownership), instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessaryexpressly required hereunder, guaranteed, verified or acknowledged, by the proper Person or Persons. In addition to , or otherwise upon the foregoing, the advice of counsel as set forth herein. (f) The Rights Agent may conclusively rely upon and, absent gross negligence, bad faith, or willful misconduct, shall be protected and shall incur no liability for, for or in respect of, of any action taken taken, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon (i) any written directive, communication, or notice received by the proper execution Rights Agent from the Company. To the extent an express obligation of the certification concerning beneficial ownership appended to Rights Agent relies in any way on a predicate action of the Form Company or the receipt by the Rights Agent of Assignment and a writing from the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification")Company, unless the Rights Agent shall have actual no obligation to obtain compliance by the Company of such predicate action or to obtain the relevant writing from the Company and the Rights Agent shall have no obligation to the Company or any holder of a Right to undertake any action unless and until the Company has notified in writing the Rights Agent of the completion of the Company’s predicate action or the Rights Agent has received the predicate writing from the Company. The Rights Agent shall not be deemed to have knowledge thatof any event of which it was supposed to receive notice thereof hereunder, as executedand the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice. (g) The provisions of this Section 18, Section 20 and Section 30 hereof shall survive the termination or expiration of this Agreement, the Certification is untrue exercise or (ii) expiration of the non-execution Rights and the resignation, replacement or failure to complete removal of the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureRights Agent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable and documented expenses and counsel fees and disbursements and other disbursements incurred in the administration preparation, negotiation, execution, delivery and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel and reasonable fees and expenses incurred in enforcing its rights hereunder) incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses each as determined by a court of counsel)competent jurisdiction in a final, non-appealable decision) for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability in and the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage enforcement of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damageits rights hereunder. The Rights Agent shall not be deemed to have any knowledge of any event of which it was entitled to receive notice under this Agreement, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in accordance with this Agreement. (b) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document reasonably believed by it to be genuine and to be duly signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20. In addition The Rights Agent may rely on and shall be held harmless by the Company in acting upon written (including electronically transmitted) instructions from the Company with respect to any matter related to its acting as Rights Agent. Unless the foregoingRights Agent receives notice thereof, the Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration any event unless and until it has received notice of such event in writing. (c) Notwithstanding anything in this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and contrary, in no case shall the Form of Election Company be liable with respect to Purchase included as part of Exhibit B hereto (the "Certification")any action, unless proceeding, suit or claim against the Rights Agent shall have actual knowledge thatunless, as executedto the extent the Company is not also a party to such action, proceeding, suit or claim, the Certification is untrue Rights Agent has notified the Company in accordance with Section 26 of the assertion of such action, proceeding, suit or (ii) claim against the non-execution Rights Agent, promptly after the Rights Agent has actual notice of such assertion of an action, proceeding, suit or claim or has been served with the summons or other first legal process giving information as to the nature and basis of the action, proceeding, suit or claim; provided that the failure to complete provide such notice promptly shall not affect the Certification includingrights of the Rights Agent hereunder, except to the extent such failure actually prejudiced the Company. The Company shall be entitled to participate, at its own expense, in the defense of any such action, proceeding, suit or claim, and, if the Company so elects, the Company shall assume the defense of any such action, proceeding, suit or claim. In the event the Company assumes such defense, the Company shall not thereafter be liable for the fees and expenses of any counsel retained by the Rights Agent, so long as the Company retains counsel satisfactory to the Rights Agent, in the exercise of its reasonable judgment, to defend such action, proceeding, suit or claim, and provided that the Rights Agent does not have defenses that are adverse to any defenses of the Company. The Rights Agent agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without limitationthe prior written consent of the Company, any refusal to honor any otherwise permissible assignment which consent shall not be unreasonably withheld, conditioned or election by reason delayed. (d) The provisions of such non-execution this Section 18 and Section 20 shall survive the termination of this Agreement, the resignation, replacement or failureremoval of the Rights Agent and the exercise, termination and expiration of the Rights.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable and documented expenses and counsel fees and disbursements and other disbursements incurred in the administration preparation, negotiation, execution, delivery and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)for any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever liability. (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be duly signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20. In addition to Unless the foregoingRights Agent receives notice thereof, the Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration any event unless and until it has received notice of such event in writing. (c) Notwithstanding anything in this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and contrary, in no case shall the Form of Election Company be liable with respect to Purchase included as part of Exhibit B hereto (the "Certification")any action, unless proceeding, suit or claim against the Rights Agent shall have actual knowledge thatunless, as executedto the extent the Company is not also a party to such action, proceeding, suit or claim, the Certification is untrue Rights Agent has notified the Company in accordance with Section 26 of the assertion of such action, proceeding, suit or (ii) claim against the non-execution Rights Agent, promptly after the Rights Agent has actual notice of such assertion of an action, proceeding, suit or claim or has been served with the summons or other first legal process giving information as to the nature and basis of the action, proceeding, suit or claim; provided that the failure to complete provide such notice promptly shall not affect the Certification includingrights of the Rights Agent hereunder, except to the extent such failure actually prejudiced the Company. The Company shall be entitled to participate, at its own expense, in the defense of any such action, proceeding, suit or claim, and, if the Company so elects, the Company shall assume the defense of any such action, proceeding, suit or claim. In the event the Company assumes such defense, the Company shall not thereafter be liable for the fees and expenses of any counsel retained by the Rights Agent, so long as the Company retains counsel satisfactory to the Rights Agent, in the exercise of its reasonable judgment, to defend such action, proceeding, suit or claim, and provided that the Rights Agent does not have defenses that are adverse to any defenses of the Company. The Rights Agent agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without limitationthe prior written consent of the Company, any refusal to honor any otherwise permissible assignment which consent shall not be unreasonably withheld, conditioned or election by reason delayed. (d) The provisions of such non-execution this Section 18 and Section 20 shall survive the termination of this Agreement, the resignation, replacement or failureremoval of the Rights Agent and the exercise, termination and expiration of the Rights.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the execution, delivery, administration and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or willful misconduct (as each is finally determined by a court of competent jurisdiction) on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability liability. The indemnity, exculpation and compensation provided for in this Agreement shall survive the premises. Anything to termination of this Agreement, the contrary notwithstandingtermination and expiration of the Rights, in no event shall and the resignation or removal of the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damageAgent. The Rights Agent shall be authorized to rely on, and shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or shares of Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, instruction, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or otherwise upon the opinion of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, acceptance, administration and execution and amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damages, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which each must be determined by a final, non-appealable order, judgment, decree or ruling of counsela court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement. The costs and expenses incurred in enforcing this right of indemnification by the Rights Agent shall be paid by the Company to the extent that the Rights Agent is entitled to indemnification under this Section 18. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, including the costs and expenses exercise or expiration of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for specialand the resignation, indirect, consequential replacement or incidental loss or damage removal of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damageAgent. The Rights Agent shall be authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or otherwise upon the advice of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of or liability in the premises. Anything to the contrary notwithstandingarising therefrom, in no event shall the Rights Agent be liable for special, indirect, consequential directly or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damageindirectly. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Preferred Shares, Common Stock Shares, or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive written notice thereof hereunder, but for which it has not received such written notice, and the Rights Agent shall (subject to the limitations set forth herein) be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment therewith unless and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of until it has received such non-execution or failurewritten notice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses expenses, including reasonable fees and counsel fees disbursements of its counsel, and other disbursements incurred in connection with the execution and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, expense (including the reasonable documented fees and expenses of outside legal counsel) incurred without gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken or omitted to be taken by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the reasonable costs and expenses of defending against any a claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever hereunder. (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for Preferred Stock or Company Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper Person or Persons, or otherwise on the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration therewith, unless and until it has received such notice in writing. (c) The provisions of this Agreement in reliance upon (i) Section 18 and Section 20 hereof shall survive the proper execution termination or expiration of this Agreement, the exercise or expiration of the certification concerning beneficial ownership appended to the Form of Assignment Rights and the Form resignation, replacement or removal of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureAgent.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, execution, delivery, amendment and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the reasonable fees and expenses of counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses each as may be finally determined by a court of counsel)competent jurisdiction) for any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance and administration administra- tion of this Agreement, including the costs and expenses of defending against any claim of liability in on the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Any liability of the Rights Agent under this Rights Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. The Company agrees to shall pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a mutually agreed upon fee schedule and, from time to time, on demand of the Rights Agent, reimburse the Rights Agent for its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company shall also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of counsela court of competent jurisdiction), for anything done any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of or liability in the premises. Anything to the contrary notwithstandingarising therefrom, in no event shall directly or indirectly, or enforcing its rights hereunder; provided, however, that the Rights Agent be liable for special, indirect, consequential shall not settle or incidental loss or damage dispose of any kind whatsoever (including but not limited to lost profits), even if claims in a manner that affects the Rights Agent has been advised Company’s rights or interests without the prior written consent of the likelihood of such loss Company, which consent shall not be unreasonably withheld, conditioned or damagedelayed. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Stock Shares or for any other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed in the absence of bad faith by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive written notice thereof hereunder, but for which it has not received a written notice, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment therewith unless and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureuntil it has received a written notice.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and expenses, counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, claim or expense, incurred without negligence, bad faith expense ("Loss") arising out of or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of its duties under this Agreement, including the costs and expenses of defending itself against any claim Loss, unless such Loss shall have been determined by a court of liability in the premises. Anything competent jurisdiction to the contrary notwithstanding, in no event shall be a result of the Rights Agent be liable for specialAgent's gross negligence, indirect, consequential bad faith or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised willful misconduct. The obligations of the likelihood Company under this section shall survive the termination of such loss or damagethis Agreement. The Rights Agent shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock the Shares of the Company or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent undertakes to the foregoingperform such duties and only such duties as are specifically set forth in this Rights Agreement, and no implied covenants or obligations shall be read into this Rights Agreement against the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration Agent. The provisions of this Agreement in reliance upon (i) Section shall survive the proper execution termination of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failurethis Agreement.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent such reasonable compensation as shall be agreed to in writing by the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim (whether asserted by the Company, a holder of Rights, or any other Person) of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever including reasonable attorney's fees and expenses. (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition . (c) The provisions of this Section 18 shall survive the expiration of the Rights and the termination of this Agreement. (d) Notwithstanding anything in this Agreement to the foregoingcontrary, in no event shall the Rights Agent shall be protected and shall incur no liability forliable for special, indirect or in respect of, consequential loss or damage of any action taken or omitted by it in connection with its administration of this Agreement in reliance upon kind whatsoever (i) the proper execution of the certification concerning beneficial ownership appended including but not limited to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"lost profits), unless even if the Rights Agent shall have actual knowledge that, as executed, has been advised of the Certification is untrue likelihood of the loss or (ii) damage and regardless of the non-execution or failure to complete form of the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureaction.

Concerning the Rights Agent. (a) The Company agrees to will pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company will also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith faith, or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of counsela court of competent jurisdiction), for anything done done, suffered or omitted to be done by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. The costs and expenses incurred in enforcing this right of indemnification will be paid by the premisesCompany. Anything to The provisions of this Section 18 and Section 20 below shall survive the contrary notwithstandingtermination of this Agreement, in no event shall the exercise or expiration of the Rights Agent be liable for specialand the resignation, indirect, consequential replacement or incidental loss or damage removal of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Agent. (b) The Rights Agent shall will be authorized and protected and shall will incur no liability for for, or in respect of any action taken, suffered suffered, or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for or other notice evidencing Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed executed, and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or otherwise upon the advice or opinion of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsementendorse- ment, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, execution, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done any act taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including without limitation the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its the acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration administration, preparation, delivery, amendment and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses each as finally determined by a court of counselcompetent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Rights Agreement, including without limitation, the costs and expenses of defending against any claim of liability relating directly or indirectly to the Rights or this Rights Agreement. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the premisesCompany. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Rights Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. (b) The Rights Agent shall be authorized and protected against, and shall incur no liability for or in respect of of, any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Rights Certificate or certificate for Common Preferred Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability forpersons, or otherwise upon the advice of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration administration, preparation, delivery, amendment and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including without limitation the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the premisesCompany. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. . (b) The Rights Agent shall be authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Stock or Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or otherwise upon the advice of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Company, a holder of Rights, or any other Person) of liability in the premises, including reasonable attorney's fees and expenses. Anything to The indemnification provided for hereunder shall survive the contrary notwithstanding, in no event shall expiration of the Rights Agent and the termination of this Agreement. The cost and expense of enforcing this right of indemnification shall also be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if paid by the Rights Agent has been advised of the likelihood of such loss or damageCompany. The Rights Agent may rely conclusively upon and shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition Notwithstanding anything in this Agreement to the foregoingcontrary, in no event shall the Rights Agent shall be protected and shall incur no liability forliable for special, indirect or in respect of, consequential loss or damage of any action taken or omitted by it in connection with its administration of this Agreement in reliance upon kind whatsoever (i) the proper execution of the certification concerning beneficial ownership appended including but not limited to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"lost profits), unless even if the Rights Agent shall have actual knowledge that, as executed, has been advised of the Certification is untrue likelihood of the loss or (ii) damage and regardless of the non-execution or failure to complete form of the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureaction.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without negligence, gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to The indemnity provided for herein shall survive the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised expiration of the likelihood rights and the termination of such loss or damagethis Agreement. The cost and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B A hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without gross negligence, bad faith or willful misconduct (each as determined by the final non-appealable order of a court of competent jurisdiction) on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirectpunitive, indirect or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damagedamage and regardless of the form of the action. Anything to the contrary herein notwithstanding, the Rights Agent's liability under this Agreement shall be limited to the amount of annual fees received by the Rights Agent hereunder. (b) The Rights Agent shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, ,statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or otherwise upon the advice of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the execution, delivery, administration and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (as each is finally determined by a court of competent jurisdiction) on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability liability. The indemnity, exculpation and compensation provided for in this Agreement shall survive the premises. Anything to termination of this Agreement, the contrary notwithstandingtermination and expiration of the Rights, in no event shall and the resignation or removal of the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damageAgent. The Rights Agent shall be authorized to rely on, and shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or shares of Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, instruction, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or otherwise upon the opinion of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable such compensation as has been agreed to in writing by the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred by the Rights Agent in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, obligation, damage or expenseexpense (including reasonable attorneys' fees and other professional services) (collectively, "Losses"), incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability and shall be indemnified for and held harmless against any and all Losses for, or in respect of of, any action taken, suffered or omitted by it in connection with with, its administration of this Agreement (i) in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Persons. In addition to the foregoingpersons, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) otherwise upon the non-execution advice of counsel as set forth in Section 20 hereof. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect or failure consequential loss or damage of any kind whatsoever (including but not limited to complete lost profits), even if the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason Rights Agent has been advised of the likelihood of such non-execution loss or failuredamage and regardless of the form of action.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this AgreementAgreement or the exercise or performance of its duties hereunder, including the costs and expenses of defending against any claim of liability 1iability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement or the exercise or performance of its duties hereunder, in reliance upon any Right Certificate or certificate for shares of Preferred Stock or Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition Notwithstanding anything in this Agreement to the foregoingcontrary, in no event shall the Rights Agent shall be protected and shall incur no liability forliable for special, indirect or in respect of, consequential loss or damage of any action taken or omitted by it in connection with its administration of this Agreement in reliance upon kind whatsoever (i) the proper execution of the certification concerning beneficial ownership appended Including but not limited to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"lost profits), unless even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action. The indemnity provided for in this Section 18 shall have actual knowledge that, as executedsurvive the expiration of the Rights, the Certification is untrue termination of this Agreement, and the resignation or (ii) removal of the non-execution or failure to complete Rights Agent. The costs and expenses of enforcing this right of indemnification also shall be paid by the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureCompany.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, execution, delivery, amendment and administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without negligence, bad faith expense (Loss) arising out of or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the its acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending itself against any claim Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of the Right Agent's gross negligence, bad faith or intentional misconduct. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Any liability in the premises. Anything to the contrary notwithstanding, in no event shall of the Rights Agent under this Agreement will be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the amount of fees paid by the Company to the Rights Agent has been advised Agent. The obligations of the likelihood Company under this Section 18(a) shall survive the termination of such loss or damage. this Agreement and the Rights. (b) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. The Company Com- pany agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration admin- istration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without negligenceneg- ligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election elec- tion by reason of such non-execution or failure.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsementendorse- ment, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. The Company Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without incurred, in the absence of negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything In no case shall the Corporation be liable with respect to the contrary notwithstandingany action, in no event shall proceeding, suit or claim against the Rights Agent unless the Rights Agent shall have notified the Corporation, by letter or by facsimile confirmed by letter, of the assertion of any action, proceeding, suit or claim against the Rights Agent, promptly after the Rights Agent shall have notice of any such assertion of an action, proceeding, suit or claim or have been served with the summons or other first legal action, proceeding suit or claim. The Corporation shall be entitled to participate at its own expense in the defense of any such action, proceeding, suit or claim, and, if the Corporation so elects, the Corporation shall assume the defense of any such action, proceeding, suit or claim. In the event that the Corporation assumes such defense, the Corporation shall not thereafter be liable for special, indirect, consequential or incidental loss or damage the fees and expenses of any kind whatsoever (including but not limited to lost profits), even if additional counsel retained by the Rights Agent, so long as the Corporation shall retain counsel satisfactory to the Rights Agent, in the exercise of its reasonable judgment, to defend such action, proceeding, suit or claim. The Rights Agent has been advised agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Corporation without the prior written consent of the likelihood of such loss or damageCorporation. The Rights Agent shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Stock Shares or for other securities of the CompanyCorporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or otherwise upon the advice of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and or execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (as finally determined by a court of competent jurisdiction) on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. The indemnity provided herein shall survive the termination of this Agreement, the resignation or removal of the Rights Agent, and the termination and the expiration of the Rights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the premisesCompany. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent. (b) The Rights Agent shall be authorized to rely on, shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Stock or Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice or opinion of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to have any duty or notice unless and until the foregoing, Company has provided the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failurewritten notice.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of counsela court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability and appealing any claim of liability arising therefrom, directly or indirectly. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement and in the premisesexercise and performance of its duties hereunder, in reliance upon any Rights Certificate or certificate representing Preferred Stock or Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, when necessary, verified, guaranteed or acknowledged by the proper Person or Persons, or otherwise upon advice of counsel as set forth in Section 20 below. Anything The Rights Agent shall not be deemed to have any knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has received such notice in writing. Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, indirect, punitive, incidental or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected damage and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities regardless of the Company, instrument form of assignment or transfer, power the action. Any liability of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of under this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended will be limited to the Form amount of Assignment and annual fees paid by the Form of Election Company to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureAgent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything The indemnity provided for herein shall survive the expiration of the Rights, the termination of this Agreement, and the resignation or removal of the Rights Agent. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. (b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, indirect, indirect or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected damage and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities regardless of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution form of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureaction.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, administration, delivery, execution and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement , cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of counsela court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and acceptance, exercise, performance or administration of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall The costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be liable for specialpaid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, indirect, consequential the exercise or incidental loss or damage expiration of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised and the resignation or removal of the likelihood of such loss or damage. Rights Agent. (b) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement or the exercise or performance of its duties hereunder, in reliance upon any Right Certificate or certificate for Preferred Stock, Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, for failing to take any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment therewith unless and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of until it has received such non-execution or failurenotice.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to The indemnity provided for herein shall survive the contrary notwithstandingexpiration of the Rights, in no event shall the termination of this Agreement, and the resignation or removal of the Rights Agent Agent. The costs and expenses of enforcing this right of indemnification shall also be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if paid by the Rights Agent has been advised of the likelihood of such loss or damageCompany. The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure. Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent and its Affiliates and each of their directors, officers, employees and agents (collectively, the "Indemnified Parties") for, and to hold it them harmless against, any damage, loss, liability, cost or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), Indemnified Parties for anything any thing done or omitted to be done by the Rights Agent Indemnified Parties in connection with the acceptance and administration of this Rights Agreement, including the costs cost and expenses of defending against any claim or demand of liability in the premises. The indemnity provided herein shall survive the expiration of the Rights and the termination of this Rights Agreement. Anything in this agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, indirect or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has Indemnified Parties have been advised of the likelihood of such loss or damage. damage and regardless of the form of action. (b) The Rights Agent and its Affiliates shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Rights Agreement in reliance upon any Right Certificate or Certificate, certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, reimbursement for its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. . (b) The Company also agrees to indemnify the Rights Agent and its Affiliates and their respective employees, officers, and directors for, and to hold it them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expenseexpense that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction) on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including reasonable attorneys’ fees and expenses and the costs and expenses of defending against any claim of liability in the premises. Anything The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Agreement (other than by reason of the Rights Agent’s gross negligence, bad faith or willful misconduct, as is determined by a final non-appealable judgment of a court of competent jurisdiction) will be limited to the amount of fees paid by the Company to the Rights Agent. (c) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for Common Stock Shares, Prefunded Warrants, Preferred Shares or for other securities of the CompanyCompany (including in the case of uncertificated securities, by notation in book entry accounts reflecting ownership), instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessaryexpressly required hereunder, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth herein. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, for failing to take any action taken or omitted by it in connection with its administration therewith, unless and until it has received such notice. (d) The provisions of this Agreement in reliance upon (i) Section 18, Section 20 and Section 30 hereof shall survive the proper execution termination or expiration of this Agreement, the exercise or expiration of the certification concerning beneficial ownership appended to the Form of Assignment Rights and the Form resignation, replacement or removal of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureAgent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever . (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent shall be authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. The agreements set forth in this Section 18 shall survive termination of the Agreement and the payments of all amounts hereunder. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B A hereto (the "“Certification"”), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution nonexecution or failure.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, negotiation, delivery, execution, administration and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses each as determined by a final, non-appealable judgment of counsela court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including without limitation the costs and expenses of defending against any claim of liability in the premises. Anything to The costs and expenses incurred in enforcing this right of indemnification shall also be paid by the contrary notwithstandingCompany. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, in no event shall the exercise or expiration of the Rights Agent be liable for specialand the resignation, indirectreplacement, consequential or incidental loss or damage removal of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Agent. (b) The Rights Agent shall be authorized to rely conclusively on, shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with the acceptance, administration, exercise and performance of its administration of duties under this Agreement in reliance upon any Right Rights Certificate or certificate for Common Stock (or book entry shares in respect of Common Stock) or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to Persons or otherwise upon the foregoing, the Rights Agent shall be protected and shall incur no liability for, or advice of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. The Company Com- pany agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration admin- istration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligenceneg- ligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledgedacknowl- edged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B A hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election elec- tion by reason of such non-execution or failure.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to The indemnity provided for herein shall survive the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised expiration of the likelihood rights and the termination of such loss or damagethis Agreement. The cost and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B A hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and expense and other disbursements incurred in the administration preparation, negotiation, execution, administration, delivery and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent (including employees, directors, officers and agents of the Rights Agent) for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by the Rights Agent, or to which the Rights Agent may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of counsel)a court of competent jurisdiction) for any action taken, suffered, for anything done or omitted by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under of this Agreement, including the costs and expenses of defending against any claim of liability in the premisesarising therefrom, directly or indirectly, or of enforcing its rights under this Agreement. Anything to the contrary notwithstanding, in no event shall The reasonable and documented costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if paid by the Rights Agent has been advised of the likelihood of such loss or damageCompany. The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Series A Preferred or the Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or PersonsPersons or otherwise upon the advice of counsel as set forth in Section 20. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration of therewith unless and until it has received such notice in writing, and all notices or other instruments required by this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election be delivered to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent must, in order to be effective, be received by the Rights Agent as specified in Section 25. Section 18 and Section 20 shall have actual knowledge that, as executedsurvive the termination of this Agreement, the Certification is untrue resignation, replacement or (ii) removal of the non-execution or failure to complete Rights Agent and the Certification includingexercise, without limitation, any refusal to honor any otherwise permissible assignment or election by reason termination and expiration of such non-execution or failurethe Rights.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify indemnity the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. The indemnification provided for hereunder shall survive the expiration of the Rights and the termination of this Agreement. The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it in reasonable good faith to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, indirect, indirect or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected damage and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities regardless of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution form of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureaction.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration administration, preparation, delivery, amendment and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the costs and expenses of enforcing this right of indemnification), incurred without negligencegross negligence or bad faith, bad faith or willful misconduct as determined by a court of competent jurisdiction on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, amendment and administration of this Agreement, including without limitation, the costs and expenses of defending against any claim of liability in therefrom directly or indirectly. The indemnity provided for herein shall survive the premises. Anything to the contrary notwithstanding, in no event shall expiration of the Rights Agent be liable for special, indirect, consequential or incidental loss or damage and the termination of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damagethis Agreement. The Rights Agent may conclusively rely upon and shall be authorized, protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Preferred Stock, Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition Notwithstanding anything in this Agreement to the foregoingcontrary, in no event shall the Rights Agent shall be protected and shall incur no liability forliable for special, punitive, incidental loss, indirect or in respect of, consequential loss or damage of any action taken or omitted by it in connection with its administration of this Agreement in reliance upon kind whatsoever (i) the proper execution of the certification concerning beneficial ownership appended including but not limited to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"lost profits), unless even if the Rights Agent shall have actual knowledge that, as executed, has been advised of the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason likelihood of such non-execution loss or failuredamage and regardless of the form of the action. Any liability of the Rights Agent under this Rights Agreement will be limited to the amount of fees paid by the company to the Rights Agent.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B A hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon, and, from time to time, on demand of the Rights Agent (including employees, directors, officers and agents of the Rights Agent), its reasonable expenses and counsel fees and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement or expenseexpense (including the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must each be as determined by a final, nonappealable judgment of a court of competent jurisdiction) for any action taken, suffered or omitted to be taken by the Rights Agent (including employees, directors, officers and agents of the reasonable fees and expenses of counselRights Agent), for anything done or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential connection herewith or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damageenforcing its rights hereunder. The Rights Agent shall be fully authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the CompanyCompany (including in the case of uncertificated securities, by notation in book entry accounts reflecting ownership), instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20. In addition Notwithstanding anything in this Agreement to the foregoingcontrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, for failing to take any action taken or omitted by it in connection with its administration of therewith, unless and until it has received such notice in writing, and all notices or other instruments required by this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election be delivered to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent must, in order to be effective, be received by the Rights Agent as specified in Section 26 hereof. The provisions of this Section 18 and Section 20 shall have actual knowledge that, as executedsurvive the termination of this Agreement, the Certification is untrue exercise or (ii) expiration of the non-execution Rights and the resignation, replacement or failure to complete removal of the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureRights Agent.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration administration, preparation, delivery, amendment and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of counsela court of competent jurisdiction), for anything done any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including including, without limitation, the costs and expenses (including, without limitation, the reasonable fees and expenses of counsel) of defending against any claim of liability arising therefrom, directly or indirectly. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damageCompany. The Rights Agent shall be authorized and protected and shall incur no liability for for, or in respect of of, any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any written instruction from the Company, Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until it has received such notice. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "“Certification"”), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification includingin- cluding, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the designation, replacement or removal of the Rights Agent.”

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damagehereunder. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "“Certification"”), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, administration, delivery and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses each as determined by a final, non-appealable order, judgment, decree or ruling of counsela court of competent jurisdiction), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability hereunder. The costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be paid by the premises. Anything Company unless it is determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction that the Rights Agent is not entitled to indemnification due to the contrary notwithstandingRights Agent's gross negligence, in bad faith or willful misconduct. In no event shall will the Rights Agent be liable for special, indirect, incidental or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits)whatsoever, even if the Rights Agent has been advised of the likelihood possibility of such loss or damage. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent. (b) The Rights Agent shall be authorized, protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agents shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, for failing to take any action taken or omitted by it in connection with its administration of this Agreement therewith unless and until it has received such notice in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failurewriting.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith negligence or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything . (b) The Rights Agent shall be fully indemnified against, shall be protected from, and shall incur no liability or expense (including without limitation attorneys’ fees and expenses) for, or in respect of, any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Series A Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, instruction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons, or otherwise upon the advice of its counsel as set forth in Section 20 hereof. (c) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, indirect, indirect or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected damage and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities regardless of the Companyform of the action, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it and the Company agrees to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, indemnify the Rights Agent shall be protected and shall incur no to hold it harmless against any loss, liability foror expense incurred as a result of claims for special, indirect or in respect of, consequential loss or damages of any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failurekind whatsoever.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, administration, delivery, execution and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of counsela court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and acceptance, exercise, performance or administration of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall The costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be liable for specialpaid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, indirect, consequential the exercise or incidental loss or damage expiration of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised and the resignation or removal of the likelihood of such loss or damage. Rights Agent. (b) The Rights Agent shall be authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement or the exercise or performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, for failing to take any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment therewith unless and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of until it has received such non-execution or failurenotice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and or execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct (as finally determined by a court of competent jurisdiction) on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. The indemnity provided herein shall survive the termination of this Agreement, the resignation or removal of the Rights Agent, and the termination and the expiration of the Rights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the premisesCompany. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent. (b) The Rights Agent shall be authorized to rely on, shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Stock or Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice or opinion of counsel as set forth in Section 20 hereof. In addition to the foregoing, the The Rights Agent shall not be protected deemed to have any duty or notice unless and shall incur no liability for, or in respect of, any action taken or omitted by it in connection until the Company has provided the rights Agent with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failurewritten notice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of counsela court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement. To the extent that the Rights Agent is successful in an action to enforce its right to indemnification, the costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, including the costs and expenses exercise or expiration of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for specialand the resignation, indirect, consequential replacement or incidental loss or damage removal of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Agent. (b) The Rights Agent shall be authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Stock or Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, for failing to take any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment therewith unless and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of until it has received such non-execution or failurenotice.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent (including employees, directors, officers and agents of the Rights Agent) for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement or expenseexpense (including the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be each as determined by a final, nonappealable judgment of a court of competent jurisdiction) for any action taken, suffered or omitted to be taken by the Rights Agent (including employees, directors, officers and agents of the reasonable fees and expenses of counselRights Agent), for anything done or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in connection herewith. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the premises. Anything Company to the contrary notwithstanding, in no event shall extent that the Rights Agent be liable for specialis successful in so enforcing its right of indemnification (as determined by a final, indirect, consequential or incidental loss or damage nonappealable judgment of any kind whatsoever (including but not limited to lost profitsa court of competent jurisdiction), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be fully authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the CompanyCompany (including in the case of uncertificated securities, by notation in book entry accounts reflecting ownership), instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20. In addition Notwithstanding anything in this Agreement to the foregoingcontrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, for failing to take any action taken or omitted by it in connection with its administration of therewith, unless and until it has received such notice in writing, and all notices or other instruments required by this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election be delivered to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent must, in order to be effective, be received by the Rights Agent as specified in Section 26 hereof. The provisions of this Section 18 and Section 20 shall have actual knowledge that, as executedsurvive the termination of this Agreement, the Certification is untrue exercise or (ii) expiration of the non-execution Rights and the resignation, replacement or failure to complete removal of the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureRights Agent.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall The reasonable costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be liable for specialpaid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, indirect, consequential the exercise or incidental loss or damage expiration of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised and the resignation or removal of the likelihood of such loss or damageRights Agent. The Rights Agent shall be authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability forpersons, or otherwise upon the advice of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, delivery, administration, execution and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, (including the reasonable fees and expenses as finally determined by a court of counselcompetent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including or the exercise or performance of its duties hereunder, including, without limitation, the costs and expenses of defending against any claim of liability arising, directly or indirectly, therefrom. The indemnity provided herein shall survive the termination of this Agreement and the termination and the expiration of the Rights. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the premises. Company. (b) Anything in this Agreement to the contrary notwithstanding, in no event case shall the Rights Agent be liable for special, indirect, punitive, incidental or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood possibility of such loss or damage. . (c) The Rights Agent shall be authorized to rely on, shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with its with, the acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or otherwise upon the advice or opinion of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. The Company agrees to shall pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a mutually agreed upon fee schedule and, from time to time, on demand of the Rights Agent, reimburse the Rights Agent for its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company shall also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of counsel)a court of competent jurisdiction) , for anything done any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of or liability in the premises. Anything to the contrary notwithstandingarising therefrom, in no event shall directly or indirectly, or enforcing its rights hereunder; provided, however, that the Rights Agent be liable for special, indirect, consequential shall not settle or incidental loss or damage dispose of any kind whatsoever (including but not limited to lost profits), even if claims in a manner that affects the Rights Agent has been advised Company’s rights or interests without the prior written consent of the likelihood of such loss Company, which consent shall not be unreasonably withheld, conditioned or damagedelayed. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for shares of Preferred Stock, Class A Common Stock or for any other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed in the absence of bad faith by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive written notice thereof hereunder, but for which it has not received a written notice, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment therewith unless and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureuntil it has received a written notice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, reimbursement for its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. . (b) The Company also agrees to indemnify the Rights Agent and its Affiliates and their respective employees, officers, and directors for, and to hold it them harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expenseexpense that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct (each as determined by a final non- appealable judgment of a court of competent jurisdiction) on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including reasonable attorneys’ fees and expenses and the costs and expenses of defending against any claim of liability in the premises. Anything The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Agreement (other than by reason of the Rights Agent’s gross negligence, bad faith or willful misconduct, as is determined by a final non-appealable judgment of a court of competent jurisdiction) will be limited to the amount of fees paid by the Company to the Rights Agent. (c) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for or in respect of any action taken, suffered suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for Common Stock Shares, Prefunded Warrants, Preferred Shares or for other securities of the CompanyCompany (including in the case of uncertificated securities, by notation in book entry accounts reflecting ownership), instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessaryexpressly required hereunder, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth herein. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, for failing to take any action taken or omitted by it in connection with its administration therewith, unless and until it has received such notice. (d) The provisions of this Agreement in reliance upon (i) Section 18, Section 20 and Section 30 hereof shall survive the proper execution termination or expiration of this Agreement, the exercise or expiration of the certification concerning beneficial ownership appended to the Form of Assignment Rights and the Form resignation, replacement or removal of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureAgent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, and on demand request of the Rights Agent, its reasonable and documented expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable court order, judgment, decree or ruling of counselcourt of competent jurisdiction), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company to the contrary notwithstanding, in no event shall extent that the Rights Agent be liable for special, indirect, consequential or incidental loss or damage is successful in so enforcing its right of any kind whatsoever indemnification. (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment noticeconsent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to , or otherwise upon the foregoingadvice of counsel as set forth in Section 20 hereof. (c) The provisions of this Section 18 and Section 20 hereof shall survive the termination of this Agreement, the Rights Agent shall be protected and shall incur no liability for, exercise or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution expiration of the certification concerning beneficial ownership appended to the Form of Assignment Rights and the Form resignation, replacement or removal of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureAgent.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and other disbursements (including but not limited to counsel fees and other disbursements disbursements) incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of counsela court of competent jurisdiction), for anything done any action taken, suffered or omitted to be done by the Rights Agent in connection with the acceptance acceptance, administration and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in the premisespremises and the enforcement of this indemnification. Anything to The provisions of this Section 18 and of Section 20 shall survive the contrary notwithstandingtermination of this Agreement, in no event shall the exercise of or expiration of the Rights Agent be liable for specialand the resignation, indirect, consequential replacement or incidental loss or damage removal of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damageAgent. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common the Preferred Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Personspersons or otherwise upon the advice of counsel as set forth in Section 20. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration of this Agreement therewith, unless and until it has received such notice in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended writing. Notwithstanding anything to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification")contrary contained herein, unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue not be liable for any delays or (ii) the non-execution or failure to complete the Certification failures in performance resulting from acts beyond its reasonable control including, without limitation, any refusal acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to honor any otherwise permissible assignment power failures or election by reason of such non-execution mechanical difficulties with information storage or failureretrieval systems, labor difficulties, war, or civil unrest.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable and documented expenses and counsel fees and disbursements and other disbursements incurred in the administration preparation, negotiation, execution, administration, delivery and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent and its affiliates, and its and their respective employees, officers, directors, representatives, agents and advisors for, and to hold it such Persons harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, suffered, incurred or to which such Person becomes subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of counsel)a court of competent jurisdiction) for any action taken, for anything done suffered or omitted to be taken by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or of enforcing its rights under this Agreement. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever Company. (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for shares of Common Stock or for other securities of the CompanyCompany (including in the case of uncertificated securities, by notation in Book Entry accounts reflecting ownership), instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it in the absence of bad faith to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or PersonsPersons and shall not be obligated to verify the accuracy or completeness of such instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document or any written instructions or statements from the Company with respect to any matter relating to its acting as Rights Agent hereunder, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended therewith unless and until such notice has been given to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent in accordance with Section 25 hereof. (c) This Section 18 and Section 20 shall have actual knowledge that, as executedsurvive the termination of this Agreement, the Certification is untrue resignation, replacement or removal of the Rights Agent and the exercise, termination and expiration of the Rights. Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever, even if the Rights Agent has been advised of the likelihood of such loss or damage (iiincluding lost profits) and regardless of the non-execution or failure form of the action. Notwithstanding anything in this Agreement to complete the Certification including, without limitationcontrary, any refusal liability of the Rights Agent under this Agreement shall be limited to honor the amount of fees (but not including any otherwise permissible assignment or election reimbursed costs) paid by reason of such non-execution or failurethe Company to the Rights Agent during the twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being sought.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to The indemnification provided for herein shall survive the contrary notwithstandingexpiration of the Rights, in no event shall the termination of this Agreement, and the resignation and removal of the Rights Agent Agent. The costs and expenses of enforcing such right of indemnification shall also be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever paid by the Company. (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for for, or in respect of of, any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition , or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Notwithstanding anything in this Agreement to the foregoingcontrary, in no event shall the Rights Agent shall be protected and shall incur no liability forliable for special, indirect or in respect of, consequential loss or damage of any action taken or omitted by it in connection with its administration of this Agreement in reliance upon kind whatsoever (i) the proper execution of the certification concerning beneficial ownership appended including but not limited to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"lost profits), unless even if the Rights Agent shall have actual knowledge that, as executed, has been advised of the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason likelihood of such non-execution loss or failuredamage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claims, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent Agent, (including the reasonable fees and expenses which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of counsel)a court of competent jurisdiction) for any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance administration exercise and administration performance of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to The costs and expenses incurred in enforcing this right of indemnification shall be paid by the contrary notwithstandingCompany. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, in no event shall the exercise or expiration of the Rights Agent be liable for special, indirect, consequential and the resignation or incidental loss or damage removal of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Agent. (b) The Rights Agent shall be authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or otherwise upon the advice of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred by the Rights Agent in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, obligation, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including reasonable attorneys' fees and other professional services) (collectively, "Losses"), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be authorized and protected and shall incur no liability and shall be indemnified for and held harmless against any and all Losses for, or in respect of of, any action taken, suffered or omitted by it in connection with its with, the acceptance and administration of this Agreement (i) in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Personspersons or (ii) otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition to the foregoing, the The Rights Agent shall be fully protected in relying on any such item and shall incur have no liability for, or duty with respect to and shall not be deemed to have any knowledge unless and until it shall have received any such item. Anything in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification")contrary notwithstanding, unless in no event shall the Rights Agent shall have actual knowledge thatbe liable for special, as executedindirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Certification is untrue or (ii) Rights Agent has been advised of the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason likelihood of such non-execution loss or failuredamage and regardless of the form of action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with the fee schedule attached as Exhibit D and, from time to time, on demand of the Rights Agent, its reasonable and documented expenses and counsel fees and disbursements and other disbursements incurred in the administration preparation, negotiation, execution, delivery and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)for any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever liability. (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be duly signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20. In addition to Unless the foregoingRights Agent receives notice thereof, the Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration any event unless and until it has received notice of such event in writing. (c) Notwithstanding anything in this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and contrary, in no case shall the Form of Election Company be liable with respect to Purchase included as part of Exhibit B hereto (the "Certification")any action, unless proceeding, suit or claim against the Rights Agent shall have actual knowledge thatunless, as executedto the extent the Company is not also a party to such action, proceeding, suit or claim, the Certification is untrue Rights Agent has notified the Company in accordance with Section 26 of the assertion of such action, proceeding, suit or (ii) claim against the non-execution Rights Agent, promptly after the Rights Agent has actual notice of such assertion of an action, proceeding, suit or claim or has been served with the summons or other first legal process giving information as to the nature and basis of the action, proceeding, suit or claim; provided that the failure to complete provide such notice promptly shall not affect the Certification includingrights of the Rights Agent hereunder, except to the extent such failure actually prejudiced the Company. The Company shall be entitled to participate, at its own expense, in the defense of any such action, proceeding, suit or claim, and, if the Company so elects, the Company shall assume the defense of any such action, proceeding, suit or claim. In the event the Company assumes such defense, the Company shall not thereafter be liable for the fees and expenses of any counsel retained by the Rights Agent, so long as the Company retains counsel satisfactory to the Rights Agent, in the exercise of its reasonable judgment, to defend such action, proceeding, suit or claim, and provided that the Rights Agent does not have defenses that are adverse to any defenses of the Company. The Rights Agent agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without limitationthe prior written consent of the Company, any refusal to honor any otherwise permissible assignment which consent shall not be unreasonably withheld, conditioned or election by reason delayed. (d) The provisions of such non-execution this Section 18 and Section 20 shall survive the termination of this Agreement, the resignation, replacement or failureremoval of the Rights Agent and the exercise, termination and expiration of the Rights.

Concerning the Rights Agent. The Company Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company Corporation also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in In no event shall the Rights Agent be liable for special, indirect, indirect or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damagedamage and regardless of the form of action. The indemnity provided for herein shall survive the expiration of the Rights, the resignation or removal of the Rights Agent and the termination of this Agreement. The Rights Agent shall be protected and shall incur no liability for for, or in respect of of, any action taken, suffered or omitted by it in connection with with, its acceptance and administration of this Agreement in reliance upon any Right Certificate or certificate delivered to the Rights Agent pursuant to Sections 6 and 7 hereof for Common Stock Shares or for other securities of the CompanyCorporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damagehereunder. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to The Rights Agent shall promptly notify the contrary notwithstanding, in no event Company of any claim for which it may seek indemnity. The Company shall defend any such claim for which the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited is entitled to lost profits), even if indemnification and the Rights Agent has been advised shall cooperate in the defense. The Rights Agent may engage separate counsel to review the progress of the likelihood defense to any claim and to advise the Rights Agent as to its obligation to cooperate in such defense, and the Company shall pay the reasonable fees and expenses of such loss or damage. counsel. (b) The Rights Agent shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preference Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificatecertificate (including certificates delivered under Section 12), statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) The Rights Agent has no duty to determine when an adjustment under this Agreement should be made, how it should be made, or what it should be. In addition The Rights Agent makes no representation as to the foregoing, validity or value of any securities or assets issued upon exercise of the Rights. The Rights Agent shall not be protected and responsible for the Company's failure to comply with this Agreement. Any Co-Rights Agent named under Section 2 hereof shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of have the same protection under this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included Section as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureAgent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent and its affiliates, directors, officers and other employees (collectively, the "Indemnitees") for, and to hold it them harmless against, any loss, liability, damage, cost or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Indemnitees, for anything done or omitted by the Rights Agent Indemnitees in connection with the acceptance and administration of this Agreement, including the reasonable costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in In no event shall will the Rights Agent Indemnitees be liable for special, indirect, incidental, punitive or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits)whatsoever, even if the Rights Agent has Indemnitees have been advised of the likelihood possibility of such loss or damage. . (b) The Rights Agent shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or otherwise upon the advice of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a mutually agreed upon fee schedule and, from time to time, on demand of the Rights Agent, reimbursement for its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including the reasonable and documented fees and expenses of outside legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of counsela court of competent jurisdiction), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstandingarising therefrom, in no event shall the Rights Agent be liable for special, indirect, consequential directly or incidental loss or damage of any kind whatsoever indirectly. (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement and the performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the Company, Company or instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document believed by it to be genuine and to be have been signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the opinion of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration therewith, unless and until it has received such notice in writing. The provisions of this Agreement in reliance upon (i) Section 18 and Section 20 hereof shall survive the proper execution termination or expiration of this Agreement, the exercise or expiration of the certification concerning beneficial ownership appended to the Form of Assignment Rights, and the Form resignation, replacement or removal of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureAgent.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith or willful misconduct must be determined by a judgment of counsela court of competent jurisdiction), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of or liability in the premises. Anything to the contrary notwithstandingarising therefrom, in no event shall the Rights Agent be liable for special, indirect, consequential directly or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damageindirectly. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Preferred Shares, Common Stock Shares, or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive written notice thereof hereunder, but for which it has not received such written notice, and the Rights Agent shall (subject to the limitations set forth herein) be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment therewith unless and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of until it has received such non-execution or failurewritten notice.

Concerning the Rights Agent. The Company agrees to pay to the --------------------------- Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent and its Affiliates and each of their directors, officers, employees and agents (collectively, the "Indemnified Parties") for, and to hold it them harmless against, any damage, loss, liability, cost or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Indemnified Parties, for anything done any action taken, suffered or omitted by the Rights Agent Indemnified Parties in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim or demand of liability arising, directly or indirectly, therefrom. The indemnity in the premisesforegoing sentence shall survive the resignation, removal or substitution of the Rights Agent, or the termination of this Agreement. Anything to the contrary notwithstanding, in In no event case shall the Rights Agent Indemnified Parties be liable for special, indirect, incidental or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has Indemnified Parties have been advised of the likelihood possibility of such loss or damage. The Rights Agent shall be authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or otherwise upon the advice of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in related to this Agreement. The Rights Agent shall promptly notify the premisesCompany of any claim for which it may seek indemnity. Anything to the contrary notwithstanding, in no event The Company shall defend any such claim for which the Rights Agent be liable for specialis entitled to indemnification, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if and the Rights Agent has been advised shall cooperate in the defense. The Rights Agent may engage separate counsel to review the progress of the likelihood defense to any claim and to advise the Rights Agent as to its obligation to cooperate in such defense, and the Company shall pay the reasonable fees and expenses of such loss or damage. counsel. (b) The Rights Agent shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preference Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificatecertificate (including certificates delivered under Section 12), statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) The Rights Agent has no duty to determine when an adjustment under this Rights Agreement should be made, how it should be made, or what it should be. In addition The Rights Agent makes no representation as to the foregoingvalidity or value of any securities or assets issued upon exercise of the Rights. The Rights Agent shall not be responsible for the Company’s failure to comply with this Agreement. Each Co-Rights Agent shall have the same protection under this section as the Rights Agent. (d) If the Rights are listed on the New York Stock Exchange, the Rights Agent shall be protected and shall incur no liability formaintain all facilities in the area located south of ▇▇▇▇▇▇▇▇ Street in the Borough of Manhattan, or in respect ofNew York, any action taken or omitted New York, that are required by it in connection with its administration of this Agreement in reliance upon (i) the proper execution Section 6 of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureNew York Stock Exchange Listed Company Manual.

Concerning the Rights Agent. The Company agrees to pay to the --------------------------- Rights Agent reasonable such compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, administration, delivery, amendment and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses each as finally determined by a court of counselcompetent jurisdiction), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Company, a holder of Rights, or any other Person) of liability in the premises, including reasonable attorney's fees and expenses. Anything to The costs and expenses incurred in enforcing this right of indemnification shall be paid by the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damageCompany. The Rights Agent shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock the Preference Shares or Ordinary Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, opinion, notice, instruction, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, for failing to take any action taken or omitted by it in connection with its administration therewith, unless and until it has received such notice in writing. The provisions of this Section 18 and Section 20 below shall survive the expiration of the Rights, the termination of this Agreement in reliance upon (i) and the proper execution resignation or removal of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureAgent.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock Ordinary Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B A hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent Agent, its directors, officers, employees and agents, for, and to hold it each of them harmless against, any loss, liability, or expense, expense incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)or other such indemnified party, for anything done or omitted by the Rights Agent or such other indemnified party in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever . (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent may conclusively rely upon, and shall be fully protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment noticeconsent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The indemnity provided in this Section 18 shall survive the expiration of the Rights, the termination of the Agreement and the resignation or removal of the Rights Plan. The costs and expenses of enforcing this right of indemnification shall also be paid by the Company. Notwithstanding anything in this Agreement to the foregoingcontrary, in no event shall the Rights Agent shall be protected and shall incur no liability forliable for special, indirect or in respect of, consequential loss or damage of any action taken or omitted by it in connection with its administration of this Agreement in reliance upon kind whatsoever (i) the proper execution of the certification concerning beneficial ownership appended including but not limited to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"lost profits), unless even if the Rights Agent shall have actual knowledge that, as executed, has been advised of the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason likelihood of such non-execution loss or failuredamage and regardless of the form of the action.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation compensa­tion for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith negli­gence or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. (b) The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its adminis­tration of this Agreement in reliance upon any Right Certificate or certificate for the premises. Anything Preferred Stock or Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. (c) Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Rights Agent be liable for special, indirect, indirect or consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected damage and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities regardless of the Company, instrument form of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it the action; and the Company agrees to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, indemnify the Rights Agent shall be protected and shall incur no to hold it harmless against any loss, liability foror expense incurred as a result of claims for special, indirect or in respect of, consequential loss or damages of any action taken kind whatsoever provided that such claims are not based on the negligence or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution willful misconduct of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureAgent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration preparation, delivery, administration, execution and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, incurred without gross negligence, bad faith or willful misconduct as finally determined by a court of competent jurisdiction on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, preparation, delivery, administration and administration amendment of this Agreement, including the costs and expenses of defending against any claim of liability liability. The indemnity provided herein shall survive the termination of this Agreement, the termination and the expiration of the Rights, and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the premisesCompany. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. . (b) The Rights Agent shall be fully protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses, including but not limited to the fees and expenses and counsel fees of its counsel, and other disbursements incurred in connection with the preparation, negotiation, delivery, amendment, administration and execution of this Agreement Plan and the exercise and performance of its duties hereunder. The Company also agrees to shall indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (“Loss”) with respect to any action taken, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done suffered or omitted to be taken by the Rights Agent in connection with the acceptance and administration of this AgreementPlan or the exercise of performance its duties hereunder, including including, without limitation, the costs and expenses of defending itself against any claim Loss, unless such Loss shall have been determined by a final, non-appealable judgment of liability in the premises. Anything a court of competent jurisdiction to the contrary notwithstanding, in no event shall be a result of the Rights Agent be liable for special, indirect, consequential Agent’s gross negligence or incidental loss or damage of any kind whatsoever intentional misconduct. (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent shall be authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted to be taken by it in connection with with, its acceptance and administration of this Agreement Plan and the exercise and performance of its duties hereunder in reliance upon any Right Certificate or certificate for the Common Stock Shares or for any other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, for failing to take any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment therewith unless and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of until it has received such non-execution or failurenotice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration preparation, administration, delivery, execution and execution amendment of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of counsela court of competent jurisdiction), for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance and exercise, performance or administration of its duties under this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall The reasonable costs and expenses incurred by the Rights Agent in enforcing this right of indemnification shall be liable for specialpaid by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, indirect, consequential the exercise or incidental loss or damage expiration of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised and the resignation, replacement or removal of the likelihood of such loss or damage. Rights Agent. (b) The Rights Agent shall be authorized and protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement or the exercise or performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, for failing to take any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification")therewith, unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of and until it has received such non-execution or failurenotice.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable such compensation as shall be agreed to in writing between the Company and the Rights Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel attorney fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in arising therefrom, directly or indirectly. The provisions of this Section 18(a) shall survive the premises. Anything to the contrary notwithstanding, in no event shall expiration of the Rights Agent be liable for special, indirect, consequential or incidental loss or damage and the termination of any kind whatsoever this Agreement. (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for representing Common Stock of the Company, Preferred Stock, or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it in good faith and without gross negligence to be genuine and to be signed, signed and executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition . (c) The Rights Agent shall not be liable for consequential damages under any provision of this Agreement or for any special, indirect or consequential damages of any kind whatsoever (including but not limited to the foregoing, lost profits) arising out of any act or failure to act hereunder even if the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution has been advised of the certification concerning beneficial ownership appended to likelihood of such damages and regardless of the Form form of Assignment and the Form action. Any liability of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, under this Agreement will be limited to the Certification is untrue or (ii) amount of fees paid by the non-execution or failure Company to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureRights Agent.

Concerning the Rights Agent. The Company agrees to shall pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a mutually agreed upon fee schedule and, from time to time, on demand of the Rights Agent, reimburse the Rights Agent for its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company shall also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of counsela court of competent jurisdiction), for anything done any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the acceptance execution, acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of or liability in the premises. Anything to the contrary notwithstandingarising therefrom, in no event shall directly or indirectly, or enforcing its rights hereunder; provided, however, that the Rights Agent be liable for special, indirect, consequential shall not settle or incidental loss or damage dispose of any kind whatsoever (including but not limited to lost profits), even if claims in a manner that affects the Rights Agent has been advised Company’s rights or interests without the prior written consent of the likelihood of such loss Company, which consent shall not be unreasonably withheld, conditioned or damagedelayed. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for shares of Preferred Stock, Common Stock or for any other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed in the absence of bad faith by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, acknowledged by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive written notice thereof hereunder, but for which it has not received a written notice, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment therewith unless and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureuntil it has received a written notice.

Concerning the Rights Agent. The agreements set forth in this Section 18 shall survive termination of the Agreement and the payments of all amounts hereunder. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, liability or expense, incurred without negligence, bad faith negligence or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B A hereto (the "“Certification"”), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution nonexecution or failure. Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profit), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action, and the Company agrees to indemnify the Rights Agent and to hold it harmless against any loss, liability or expense incurred as a result of claims for special, indirect or consequential loss or damages of any kind whatsoever.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, and from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and documented expenses, counsel fees and disbursements and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, demand, judgment, fine, penalty, claim, settlement, cost or expenseexpense (including the reasonable fees and expenses of legal counsel), incurred without negligence, bad faith gross negligence or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses each as determined by a final judgment of counsel)a court of competent jurisdiction) for any action taken, for anything done suffered or omitted to be taken by the Rights Agent pursuant to this Agreement or in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the reasonable and documented costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstandingarising therefrom, in no event shall the Rights Agent be liable for specialdirectly or indirectly, indirect, consequential or incidental loss or damage of any kind whatsoever enforcing its rights hereunder. (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. b) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any Right Rights Certificate or certificate Book Entry for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, statements or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 18. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration of therewith unless and until it has received such notice in writing. (c) Notwithstanding anything in this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and contrary, in no case shall the Form of Election Company be liable with respect to Purchase included as part of Exhibit B hereto (any action, proceeding, suit or claim against the "Certification"), Rights Agent unless the Rights Agent shall have actual knowledge thatnotified the Company in accordance with Section 26 of the assertion of such action, proceeding, suit or claim against the Rights Agent, promptly after the Rights Agent shall have notice of such assertion of an action, proceeding, suit or claim or have been served with the summons or other first legal process giving information as executedto the nature and basis of the action, proceeding, suit or claim; provided that the failure to provide such notice promptly shall not affect the rights of the Rights Agent hereunder except to the extent that such failure actually prejudices the Company. The Company shall be entitled to participate at its own expense in the defense of any such action, proceeding, suit or claim if such action, proceeding, suit or claim names or implicates the Company. If the Company so elects, the Certification Company shall assume the defense of any such action, proceeding, suit or claim that is untrue unrelated to the Rights Agent. The Rights Agent agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without the prior written consent of the Company, which shall not be unreasonably withheld. (iid) The provisions of this Section 19 and Section 21 below shall survive the non-execution termination of this Agreement, the resignation, replacement or failure removal of the Rights Agent and the exercise, termination and the expiration of the Rights. Notwithstanding anything in this Agreement to complete the Certification contrary, in no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential loss or damage of any kind whatsoever (including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason lost profits), even if the Rights Agent has been advised of the likelihood of such non-execution loss or failuredamage and regardless of the form of the action; and the Company agrees to indemnify the Rights Agent and to hold it harmless to the fullest extent permitted by law against any loss, liability or expense incurred as a result of claims for special, punitive, incidental, indirect or consequential loss or damages of any kind whatsoever provided in each case that such claims are not based on the gross negligence or willful misconduct of the Rights Agent (each as determined by a final judgment of a court of competent jurisdiction). Any liability of the Rights Agent under this Agreement shall be limited to the amount of annual fees paid by the Company to the Rights Agent.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenseexpense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done any action taken, suffered or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement; provided that the Company shall have no obligation to indemnify the Rights Agent for, or to hold it harmless against, any settlement entered without the prior written consent of the Company, which written consent shall not be unreasonably withheld. Any reasonable, out-of-pocket costs and expenses incurred by the Rights Agent in obtaining indemnification to which it is entitled pursuant to this Section 18 shall be reimbursed by the Company. The provisions of this Section 18 and Section 20 below shall survive the termination of this Agreement, including the costs and expenses exercise or expiration of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for specialand the resignation, indirect, consequential replacement or incidental loss or damage removal of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damageAgent. The Rights Agent shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preference Stock or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability forpersons, or otherwise upon the advice of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20 hereof.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgement, fine, penalty, claim, demand, settlement, cost or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses Agent, of counsel)any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including including, without limitation, the costs and expenses of defending against any claim of liability in the premises. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood possibility of such loss or damage. Any liability of the Rights Agent under this Rights Agreement will be limited to the amount of fees paid by the Company to the Rights Agent hereunder. (b) The Rights Agent shall be authorized, protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its the acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained. The Rights Agent shall incur no liability for, not be deemed to have any duty or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) notice unless and until the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless Company has provided the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failurewith written notice.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement or expenseexpense (including without limitation, the reasonable fees and expenses of legal counsel) incurred without negligence, bad faith gross negligence or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses each as determined by a final, nonappealable judgment of counsela court of competent jurisdiction), for anything done or omitted by the Rights Agent in connection with the acceptance acceptance, administration, exercise and administration performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in connection herewith. The reasonable costs and expenses incurred in enforcing this right of indemnification shall be paid by the premises. Anything Company to the contrary notwithstanding, in no event shall extent that the Rights Agent be liable for special, indirect, consequential or incidental loss or damage is successful in so enforcing its right of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damageindemnification. The Rights Agent shall be protected and shall incur no liability for for, or in respect of any action taken, suffered or omitted by it in connection with with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Stock Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person person or Personspersons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition Notwithstanding anything in this Agreement to the foregoingcontrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, for failing to take any action taken or omitted by it in connection with its administration therewith, unless and until it has received such notice. The provisions of this Agreement in reliance upon (i) Section 18 and Section 20 hereof shall survive the proper execution termination of this Agreement, the exercise or expiration of the certification concerning beneficial ownership appended to the Form of Assignment Rights and the Form resignation, replacement or removal of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureAgent.

Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration preparation, execution, delivery and execution amendment of this Agreement and the exercise and performance of its duties hereunder, provided, that the aggregate amount that the Company shall be required to pay the Rights Agent in connection with the preparation, execution and delivery of this Agreement shall not exceed $2,500. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense, expense incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)for any action taken, for anything done suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this Rights Agreement will be limited to the amount of fees paid by the Company to the Rights Agent. (b) The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its acceptance and administration of this Agreement in reliance upon any Right Rights Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or otherwise upon the advice of counsel as set forth in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failureSection 20.

Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel)Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. Anything to The indemnification provided for hereunder shall survive the contrary notwithstanding, in no event shall expiration of the Rights Agent be liable for special, indirect, consequential or incidental loss or damage and the termination of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damagethis Agreement. The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. In addition The Rights Agent shall not be deemed to the foregoinghave knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for, or in respect of, any for failing to take action taken or omitted by it in connection with its administration of this Agreement therewith unless and until it has received such notice in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failurewriting.