Common use of Indemnification Obligation Clause in Contracts

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgmentsjudgment, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association Bank, N.A. (the “"Prime Rate”"). Any such interim reimbursement payments which that are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify a) Each Party (“Indemnifying Party”) will defend, indemnify, and hold harmless the Placement Agents other Party, its directors, officers, employees and agents (collectively, the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgmentsfines, liabilities fees (including reasonable fees of attorneys and accountants), and penalties (“Losses”) asserted in or expensesincurred as a result of claims, joint or severaldemands, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulationsuits, or at common law proceedings (“Claims”) by a Third Party arising out of or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigatingthis Agreement, defendingexcept to the extent arising out of (i) the Indemnifying Party’s gross negligence, settlingwillful misconduct or fraud as determined by a non-appealable, compromising adjudication by an arbiter of competent jurisdiction (“Bad Acts”), provided, however, that Anchorage shall be released and held harmless for Losses arising directly as a result of a Direction from the Client, and any results thereof, as it would be pursuant to SDCL 55-1B, which is agreed to be applicable hereunder, even if following such Client Direction constitutes gross negligence by Anchorage; and (ii) any breach by Anchorage of its obligations, warranties and representations hereunder. a) The Indemnifying Party further agrees to indemnify the other Indemnifying Party for actual, reasonable legal costs and expenses directly related to Client’s Account(s) or paying any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such losssituations occur or are anticipated, claimthat arise or relate to the relevant Indemnifying Party. Client further agrees to defend, damageindemnify and hold Anchorage, judgmentsits directors, liabilityofficers, expense employees and agents, and any financial institution engaged strictly pursuant to this Agreement, provided that such Losses or action described Claims do not result from a Bad Act (except as otherwise agreed in this Section 9.1. In addition to their other obligations under this Section 9Agreement), the Offerors hereby agree that, as an interim measure during the pendency of harmless from and against any claim, action, investigation, inquiry Losses or other proceeding Claims arising out of, or based upon, from or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability (i) Anchorage’s execution of the possibility Directions instituted by Client or anyone acting on Client’s behalf or at its direction pursuant to this Agreement (such as a Client Service Provider, Token Issuer, or Control Party), including but not limited to requests for withdrawals by wire transfer made from Client’s portion of the Deposit Accounts; (ii) instructions submitted via the Anchorage API, provided that such payments might later be held instructions were submitted pursuant to a validly generated Anchorage API key; (iii) the actions or omissions of any party to whom the Client may have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made given access to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestAnchorage API key; and (iii) acknowledgements in Section 2.6(a)-(r).

Indemnification Obligation. The Offerors shall jointly and severally --------------------------- indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association Bank, N.A. (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors following provisions shall jointly apply to, and severally be deemed in each case to modify, each of the provisions of this Mortgage (except those set forth in Section 3.10 hereof) and the other Secured Debt Documents (except to the extent otherwise expressly provided therein) wherein Mortgagor is obligated to indemnify each of the Indemnified Persons: (a) Mortgagor agrees to indemnify Beneficiary, the Secured Debtholders, Trustee and their respective employees, affiliates, agents and attorneys, under the Mortgage and any successors or substitute trustee under the Mortgage, against all legal and administrative proceedings for which a claim for indemnification may be made by the Indemnified Person (herein, collectively, called "Indemnification Claims") made against or incurred by them or any of them as a consequence of the assertion, either before or after the payment in full of the Indebtedness, that they or any of them received Hydrocarbons herein assigned or the proceeds thereof claimed by third persons and Beneficiary, Secured Debtholders, and Trustee shall have the right to defend against any such Indemnification Claims, employing attorneys therefor, and unless furnished with reasonable indemnity, they or any of them shall have the right to pay or compromise and adjust all such Indemnification Claims. Mortgagor will indemnify and hold harmless the Placement Agents pay to Beneficiary, Secured Debtholders and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against Trustee any and all lossessuch amounts as may be paid in respect thereof or as may be successfully adjudged against such persons. The obligations of Mortgagor as hereinabove set forth in this Section 4.6 shall survive the release termination, claims, damages, judgments, liabilities foreclosure or expenses, joint assignment of this Mortgage or several, any sale hereunder. (b) Mortgagor shall pay when due any judgments with respect to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of an Indemnification Claim against any litigation, if such settlement is effected with the written consent of the Offerors)Indemnified Persons and which are rendered by a final order or decree of a court of competent jurisdiction from which no further appeal may be taken or has been taken within the applicable appeal period. In the event that such payment is not made, insofar as any of the Indemnified Persons at its sole discretion may pay any such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available and look to the Placement Agents or the Purchaser by the OfferorsMortgagor for reimbursement pursuant to this Mortgage, or may proceed to file suit against Mortgagor to compel such payment. (bc) any omission Any amount which Mortgagor is obligated to pay to or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to for the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each benefit of an Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection Person with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made respect to an Indemnified Party within 30 days of a request for reimbursement Indemnification Claim, but which is not paid when due, shall bear interest at the Prime Rate applicable rate set forth under the Secured Debt Documents from the date of such requestamount is due until such amount is paid.

Indemnification Obligation. The Offerors For a period of six years following the Effective Date, the Surviving Corporation and its Subsidiaries shall jointly (and severally Parent shall cause the Surviving Corporation and its Subsidiaries to) indemnify and hold harmless the Placement Agents harmless, exculpate and the Purchaser shall advance expenses as incurred to, any current or former directors or officers (and each of their respective agents, employees, officers and directors and each person that controls either any Person who becomes a director or officer of the Placement Agents Company or any of its Subsidiaries prior to the Purchaser within the meaning of Section 15 Effective Time) of the Securities Act or Section 20 of the Exchange ActCompany and its Subsidiaries (each, together with such Person’s heirs, executors and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entityadministrators, an “Indemnified PartyPerson” and, collectively, the “Indemnified Persons”), in each case at least to the same extent (subject to Applicable Law) from as such Persons are indemnified, held harmless and against exculpated as of the Effective Date by (i) the Company or its Subsidiaries pursuant to the Organizational Documents of the Company or any of its Subsidiaries or (ii) any indemnification agreements between the Company or any of its Subsidiaries, on the one hand, and all such Indemnified Person, on the other hand, including with respect to any costs, fees and expenses (including reasonable and documented attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, judgmentsliabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, liabilities whether civil, criminal, administrative or expensesinvestigative, joint or severalwhenever asserted, to which the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (x) the fact that an Indemnified Person is or was a director or officer of the Company or such Subsidiary or Affiliate at or prior to the Effective Time; (y) any action or omission, in such Indemnified Person’s capacity as a director or officer of the Company or any of its Subsidiaries or other Affiliates, or taken at the request of the Company or such Subsidiary or Affiliate (including in connection with serving at the request of the Company or such Subsidiary or Affiliate as a director or officer of another Person (including any employee benefit plan)) occurring prior to or at the Effective Time; and (z) the Merger, as well as any actions taken prior to or at the Effective Time by the Company with respect thereto, provided, that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 6.8(a), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved; provided further that if, at any time prior to the sixth anniversary of the Effective Time, Parent or any of its Subsidiaries make any changes to the indemnification, exculpation or hold harmless provisions for any of Parent or its Subsidiaries’ current or former directors or officers and such changes result in any indemnification, exculpation or hold harmless obligations that are more favorable than those described in clauses (i) or (ii) above, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) increase the indemnification, exculpation or hold harmless obligations of the Indemnified Parties to include any such more favorable changes. Notwithstanding the foregoing, in the case of advancement of expenses in connection with the foregoing, any Indemnified Party to whom expenses are advanced must, as a condition to such advancement, (x) provide an undertaking to repay such advances if it is ultimately determined in a final non-appealable judgment that such Indemnified Party may become subject under is not entitled to indemnification; and (y) cooperate in the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement defense of any litigation, if such settlement matter until it is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by determined that such Indemnified Party is not eligible for indemnification in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestfinal non-appealable judgment.

Indemnification Obligation. The Offerors (a) Client will defend, indemnify, and hold harmless Anchorage, its directors, officers, employees and agents (collectively, the "Anchorage Indemnified Party") from and against losses, damages, fines, fees (including reasonable fees of attorneys and accountants), and penalties (“Losses”) asserted in or incurred as a result of claims, demands, suits, or proceedings (“Claims”) by a Third Party arising out of or in connection with this Agreement, except to the extent arising out of (i) Anchorage's gross negligence, willful misconduct or fraud as determined by a non-appealable, adjudication by an arbiter of competent jurisdiction ("Bad Acts"), provided, however, that Anchorage shall jointly be released and severally held harmless for Direction from the Client, and any results thereof, as it would be pursuant to SDCL 55-1B, which is agreed to be applicable hereunder, even if following such Client Direction constitutes gross negligence or misconduct by Anchorage; and (ii) any breach by Anchorage of its obligations, warranties and representations hereunder. (b) Client further agrees to indemnify Anchorage for actual, reasonable legal costs and expenses directly related to Client Account(s) or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to Client. Client further agrees to defend, indemnify and hold Anchorage Indemnified Party and any financial institution harmless from and against any Losses or Claims arising from or related to (i) Anchorage’s execution of the Directions instituted by Client or anyone acting on Client’s behalf or at its direction (such as a Client Service Provider or Control Party), including but not limited to requests for withdrawals by wire transfer made from Client’s portion of the Deposit Accounts; and (ii) instructions submitted via the Anchorage API, provided that such instructions were submitted pursuant to a validly generated Anchorage API key and such API key performs the functions intended for such key, as reflected in the API documentation. (c) In addition to any other limitations contained herein, the indemnification provisions in this Agreement shall not apply to any Claim arising out of the bad faith, gross negligence or willful misconduct of any Anchorage Indemnified Party, or any Anchorage Indemnified Party’s material breach of this Agreement or applicable law (collectively, “Excluded Claims”). (d) Anchorage will defend, indemnify and hold harmless the Placement Agents Client, its directors, officers, employees and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) agents from and against any and all losses, claims, damages, judgments, liabilities Losses asserted or expenses, joint incurred as a result of Claims arising out of or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising Anchorage’s (x) infringement on any Intellectual Property Rights or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other (y) breach of its obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry Data Processing Addendum or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety applicable law. Anchorage Proprietary and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.Confidential

Indemnification Obligation. The Offerors shall jointly From and severally after the Closing, (i) the Company agrees to indemnify and hold harmless the Placement Agents Noteholder and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) its Representatives from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, damagescosts, judgmentsattorneys’ fees, liabilities expenses and disbursements of any kind (“Losses”) which may be imposed upon, incurred by or expensesasserted against the Noteholder or its Representatives in any manner relating to or arising out of any breach of any representation, joint warranty, covenant or severalagreement by the Company contained in this Agreement and (ii) the Noteholder agrees to indemnify and hold harmless the Company and its Representatives, from and against any Losses which may be imposed upon, incurred by or asserted against the Company or its Representatives in any manner relating to which such Indemnified Party may become subject or arising out of any breach of any representation, warranty, covenant or agreement by the Noteholder contained in this Agreement (collectively, the “Indemnification Obligation”). Notwithstanding any other provision of this Agreement or any other agreement entered into in connection with the transactions contemplated hereby, the Company agrees that the Noteholder’s sole covenant, agreement or undertaking with respect to the Exchange Notes under Section 1 and Section 2(b)(i) of this Agreement is to assign and deliver the Exchange Notes to NexTier free and clear of all Liens created by, through or under the Securities Act, Noteholder and the Exchange Act Noteholder shall have no liability or other federal obligation with respect to or state statutory law under Section 1 and Section 2(b)(i) of this Agreement (including any liability or regulationobligation to indemnify or hold harmless the Company and its Representatives under clause (ii) of the preceding sentence) arising out of or relating to any acts or omissions by, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out status of, or are based upon, or relate any facts pertaining to, in whole the Company or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestNexTier.

Indemnification Obligation. The Offerors shall jointly and --------------------------- severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association Bank, N.A. (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors Subject to Section 7, the Company shall jointly and severally indemnify indemnify, defend and hold harmless Indemnitee, to the Placement Agents fullest extent permitted by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that, except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company and the Purchaser and each of their respective agentsCompany shall not be required to indemnify Indemnitee in connection with prosecuting such Claim (or any part thereof) or in defending any counterclaim, employeescross-claim, officers and directors and each person that controls either affirmative defense, or like claim of the Placement Agents Company in connection with such Claim (or part thereof) unless (i) the Purchaser Board has authorized or consented to the initiation of such Claim, or (ii) the Claim is one to enforce Indemnitee’s rights under this Agreement (including an action pursued by Indemnitee to secure a determination that Indemnitee should be indemnified under applicable law). For purposes of this Section 2 and Section 3, a compulsory counterclaim by Indemnitee against the Company in connection with a Claim initiated against Indemnitee by the Company shall not be considered a Claim (or part thereof) initiated against the Company by Indemnitee, and Indemnitee shall have all rights of indemnification and advancement of Expenses with respect to any such compulsory counterclaim in accordance with and subject to the terms of this Agreement. Notwithstanding anything to the contrary herein, except as provided herein with respect to indemnification of Expenses in connection with whole or partial success on the merits or otherwise in defending any Claim, the Company shall not be required to indemnify Indemnitee in connection with any claim made against Indemnitee for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 15 16(b) of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act of 1934 or other federal or similar provisions of state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerorslaw, or (bii) any omission reimbursement of the Company by Indemnitee of any bonus or alleged omission to state other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in any information each case under the Securities Exchange Act of 1934 (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying including any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as reimbursements that arise from an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability accounting restatement of the possibility that such payments might later be held Company pursuant to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis Section 304 of the prime rate (or other commercial lending rate for borrowers ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the highest credit standing) announced from time to time by First Tennessee Bank National Association 2002 (the “Prime Rate▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). Any such interim reimbursement payments which are not made , or the payment to an Indemnified Party within 30 days the Company of a request for reimbursement shall bear interest at the Prime Rate profits arising from the date purchase and sale by Indemnitee of such requestsecurities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act).

Indemnification Obligation. The Offerors Subject to the limitations set forth in this Article 10, Seller (the “Indemnitor”) shall jointly and severally indemnify indemnify, defend and hold harmless the Placement Agents Parent, Buyer and the Purchaser and each of their respective agentsRepresentatives (collectively, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified PartyIndemnitee”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise Damages arising out of, relating to or are based upon, or relate to, in whole or in part, resulting from: (a) any untrue statement or alleged untrue statement breach of a material fact representation or warranty of Seller contained in this Agreement or in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or other Transaction Document; (b) fraud or an intentional misrepresentation by Seller of any omission of their representations or alleged omission to state warranties in this Agreement, any Transaction Document, or in any information (whether written Schedule, Exhibit, certificate, financial statement, agreement or oral) other instrument delivered under or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigatingthis Agreement; (c) any breach of a covenant of Seller contained in this Agreement or in any other Transaction Document; (d) any Excluded Asset or Excluded Liability; (e) the ownership or operation of Seller prior to the Closing; (f) any claims or obligations (including without limitation, defendingclaims for personal injury, settlingdeath or property damage) relating to, compromising resulting from or paying in connection with any such lossproducts that are sold by Seller prior the Closing; (g) any judgment, claim, damagearbitral award or settlement in connection with any disputing stockholder of Seller relating to the consummation of the Transaction; (h) any and all Taxes (or the nonpayment thereof) of Seller; (i) any and all Taxes of any Person (other than Seller) imposed on Parent or Buyer which relate to an event or transaction occurring before the Closing or in connection with the Closing imposed on Buyer or Parent; (j) the approval of this Agreement by Seller and its Board of Directors and stockholders; (k) Seller’s approval, judgments, liability, expense performance and obligations of and under the Prior Agreements; and/or (l) any noncompliance with applicable bulk sales or action described fraudulent transfer Legal Requirements in connection with the Transaction for the period of time specified in Section 10.1. Nothing in this Section 9.1. In addition 10.2 shall be construed to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of mean that Seller’s officers and directors will held personally liable for any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestDamages hereunder.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgmentsjudgment, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association Bank, N.A. (the “Prime Rate”). Any such interim reimbursement payments which that are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors Without limiting the generality of the provisions of Section 6.8(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall jointly (and severally Parent shall cause the Surviving Corporation to) indemnify and hold harmless harmless, to the Placement Agents fullest extent permitted by applicable Law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the Purchaser and date of this Agreement, each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) Person from and against any costs, fees and all expenses (including attorneys’ fees and investigation expenses), judgments, penalties, fines, losses, claims, damages, judgmentsliabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, liabilities whether civil, criminal, administrative or expenses, joint or severalinvestigative, to which the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, in such Indemnified Party may become subject under Person’s capacity as a director, officer, employee or agent of the Securities Act, the Exchange Act Company or any of its Subsidiaries or other federal or state statutory law or regulationAffiliates, or taken at common law the request of the Company or otherwise such Subsidiary or Affiliate (including in settlement connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time; and (iii) the Merger, as well as any actions taken by the Company, Parent or Merger Sub with respect thereto, except that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 6.8(b), then the claim asserted in such notice will survive the sixth (6th) anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any litigationsuch Legal Proceeding, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or Surviving Corporation shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding; provided that advancement of fees expenses shall be made only upon receipt of an undertaking by such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under this Section 6.8(b) or actions otherwise. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect thereof) arise out to, or otherwise seek the termination of, or are based uponany Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement (solely as to settlements, compromises, or relate toreleases of claims against such Indemnified Person) unless such settlement, in whole compromise, consent or in part, (a) any untrue statement or alleged untrue statement termination includes an unconditional release of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact such Indemnified Person from all liability arising out of such Legal Proceeding. Any determination required to be stated therein made with respect to whether the conduct of any Indemnified Person complies or necessary to make complied with any applicable standard will be made by independent legal counsel selected by the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9Surviving Corporation, the Offerors hereby agree that, as an interim measure during fees and expenses of which shall be paid by the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestSurviving Corporation.

Indemnification Obligation. The Offerors Seller shall jointly and severally indemnify indemnify, defend and hold Buyer and its officers, directors, employees or agents harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all lossesloss, claimscost, damagesliability, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise damage and expense (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses incident thereto) of every kind, nature or description arising out of: (a) the breach of any representation or warranty of Seller set forth in this Agreement or in any schedule or certificate delivered to Buyer pursuant hereto; (b) the breach of any of the covenants or agreements by Seller contained in or arising out of this Agreement or the transactions contemplated hereby; or (c) the ownership of the Assets prior to the Closing Date, and the conduct of the Business prior to the Closing Date, including, but not limited to, any liability, judgment or damages against Seller, its officers, directors, employees or agents, as such expenses are reasonably incurred by such Indemnified Party in connection with investigatinga result of litigation involving the Seller prior to the Closing Date. Buyer shall indemnify, defendingdefend and hold Seller and its officers, settlingdirectors, compromising employees or paying agents harmless from and against any such and all loss, claim, damage, judgmentscost, liability, damage and expense (including legal and other expenses incident thereto) of every kind, nature or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding description arising out of, : (a) the breach of any representation or based upon, warranty of Buyer set forth in this Agreement or related in any schedule or certificate delivered to Seller pursuant hereto; (b) the breach of any of the covenants or agreements by Buyer contained in or arising out of this Agreement or the transactions contemplated hereby; or (c) the ownership of the Assets prior to the matters described above in this Section 9.1Closing Date, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding and the absence conduct of a judicial determination as the business prior to the propriety and enforceability Closing Date, including, but not limited to, any liability, judgment or damages against Buyer, its officers, directors, employees or agents, as a result of litigation involving the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts Buyer prior to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestClosing Date.

Indemnification Obligation. The Offerors Each Party (the “Indemnifying Party”) shall jointly and severally indemnify and hold harmless the Placement Agents other Party and its Indemnified Persons (collectively, the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or severalLosses resulting from any Action brought by a Third Party against any Indemnified Party, to which the extent such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) Losses arise out of, from or are based upon, or relate to, in whole or in part, on a claim (“Claim”) of: (a) the negligence or wilful misconduct of the Indemnifying Party or any untrue statement of its Indemnified Persons or alleged untrue statement Third Party sublicensees or subcontractors, in each case in connection with the exercise of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerorssuch Indemnifying Party’s rights, or performance of such Party’s obligations, under this Agreement; (b) the Indemnifying Party’s or any omission of its Indemnified Persons’ or alleged omission Third Party sublicensees’ or subcontractors’ failure to state comply with or perform one or more of such Party’s or its Indemnified Persons’, as applicable, obligations in any information (whether written or oral) or documents executed in favor ofthis Agreement, furnished or made available to the Placement Agents or the Purchaser breach or inaccuracy of one or more of such Indemnifying Party’s or its Indemnified Persons’, as applicable, warranties in this Agreement; (c) the violation of Applicable Law by the Offerors a material fact required to be stated therein Indemnifying Party or necessary to make the statements therein not misleading, and shall reimburse each any of its Indemnified Persons or Third Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party sublicensees or subcontractors in connection with investigatingthe exercise of such Indemnifying Party’s rights, defendingor performance of such Party’s obligations, settlingunder this Agreement; (d) the performance of any Development or Manufacturing activities by the Indemnifying Party or any of its Indemnified Persons or Third Party sublicensees or subcontractors hereunder; or (e) in the case of ▇▇▇▇▇▇▇ as the Indemnifying Party, compromising its Commercialization, sales, and distribution of any Licensed Products by any of its Indemnified Persons or paying any of its Third Party sublicensees hereunder; except in each case (with respect to any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related Claims) to the matters described above in this Section 9.1extent such Losses arise directly from the negligence, they shall reimburse each illegal conduct or wilful misconduct of the Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating any of its Indemnified Persons, Third Party subcontractors or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Third Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestsublicensees.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser Purchasers and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser Purchasers (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors, but excluding any such losses, claims, damages, judgments, liabilities or expenses that are caused by the gross negligence or willful misconduct of the Indemnified Party), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless 1. To the Placement Agents and fullest extent permitted by law, including the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either laws of the Placement Agents State of Delaware, the Company shall indemnify Indemnitee if Indemnitee was or the Purchaser within the meaning of Section 15 of the Securities Act is a party, or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or severalis threatened to be made a party, to which such Indemnified Party may become subject under the Securities Actany threatened, the Exchange Act pending or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any completed claim, action, investigationsuit or proceeding, inquiry whether civil, criminal, administrative or investigative (hereinafter referred to collectively as “Indemnified Proceeding”), by reason of the fact that Indemnitee is, was or has agreed to serve in any of the capacities set forth below, or by reason of any action alleged to have been taken or not taken in any such capacity. Such capacities (hereinafter referred to as “Indemnified Capacities”) are as follows: a. a director, officer, employee or agent of Holding and/or the Corporation; or, b. a director, officer, employee or agent of a wholly-owned subsidiary of Holding and/or the Corporation; or, c. so long as the Indemnitee is serving at the request of Holding and/or the Corporation, a director, officer, employee, agent or other proceeding arising out ofsimilar capacity (which, for purposes of this Agreement, shall include a trustee, partner, manager or similar capacity) of any other corporation, partnership, joint venture, trust, employee benefit plan, or based uponother enterprise in which Holding or the Corporation has an affiliation or interest; 2. To the fullest extent permitted by law, the indemnification provided by this Agreement shall be from and against all expenses, attorneys’ fees, costs, judgments, fines, penalties, amounts paid in settlement, and other liabilities which have been actually and reasonably incurred by Indemnitee or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred Indemnitee’s behalf in connection with investigating or defending any such claimIndemnified Proceeding, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination and any appeal therefrom (hereinafter referred to collectively as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each “Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime RateExpenses”). Any For the purpose of avoidance of doubt, the foregoing indemnification obligation is intended to include, but not be limited to, claims for monetary damages against Indemnitee in respect of an alleged breach of fiduciary duty to the fullest extent permitted under Section 102(b)(7) of the DGCL. 3. The Company further shall indemnify Indemnitee against any Indemnified Expenses, regardless of the nature of the proceedings in which the Indemnified Expenses were incurred, if such interim reimbursement payments which are not made Indemnified Expenses would have been covered under the directors and officers liability insurance policies secured by the Company to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at provide coverage to Indemnitee in effect on the Prime Rate from the effective date of this Agreement or any other such requestinsurance polices which become effective on any subsequent date. 4. In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy. The Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.

Indemnification Obligation. The Offerors shall Sellers jointly and severally indemnify agree to indemnify, defend and hold harmless the Placement Agents Buyer (and the Purchaser and each of their respective agentsits directors, officers, employees, officers affiliates and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”assigns) from and against any and all losses, claimsliabilities, damages, judgmentsdeficiencies, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities costs or expenses (or actions in respect thereofincluding reasonable attorneys’ fees and disbursements) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement as determined by a final non-appealable judgment of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To , or other competent authority, or by a settlement approved by Sellers, based upon, arising out of or otherwise in respect of (i) any misrepresentation or breach of any warranty or representation made by the Company or either Seller in this Agreement or in any certificate or schedule delivered pursuant hereto; (ii) any failure or refusal by either Seller or the Company to satisfy or perform any covenant, restriction or agreement applicable to either Seller or the Company contained in this Agreement or in any certificate or schedule delivered pursuant hereto; and (iii) any claim, litigation or other action of any nature arising out of any act performed, transaction entered into or state of facts suffered to exist by the Company or either Seller on or prior to the Closing Date (collectively, “Losses”), subject to the following conditions: (a) Buyer shall have given Sellers written notice (and, where feasible, verbal notice) of any event or occurrence which shall be, or may be reasonably expected to become, a basis upon which a claim for indemnification might be made by Buyer, in order to enable Sellers timely to investigate and either cure or mitigate any damages for which they might be liable. (b) Except as otherwise provided in Section 8.1.3, Buyer shall allow Sellers to assume control of the defense and to make any settlement which Sellers may deem appropriate, provided, however, that to the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall Sellers do not promptly return such amounts to the Offerors together with interest, determined on the basis assume control of the prime rate (or other commercial lending rate for borrowers defense, Buyer may assume control of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest defense at the Prime Rate from sole expense of Sellers. (c) Buyer and the date of such requestCompany shall have a duty to mitigate any damages for which any Seller is responsible or obligated to indemnify Buyer.

Indemnification Obligation. The Offerors Without limiting the generality of the provisions of Section 8.8(a), for a period of six (6) years from the Effective Time, the Parent shall, and shall jointly cause the Surviving Corporation and severally indemnify its Subsidiaries to, and the Surviving Corporation and its Subsidiaries shall, indemnify, exculpate and hold harmless harmless, to the Placement Agents and the Purchaser and fullest extent permitted by applicable Law, each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) Person from and against any costs, fees and all expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, judgmentsliabilities and amounts paid in settlement or compromise in connection with any actual or threatened Legal Proceeding or other matter, liabilities whether civil, criminal, administrative or expenses, joint or severalinvestigative, to which the extent that such Indemnified Party may become subject under the Securities Act, the Exchange Act actual or threatened Legal Proceeding or other federal matter is based on, arising out of or state statutory law relating to the fact that such Person is or regulationwas a director, officer, member, manager or employee of the Company Group or such Person is or was serving, at common law the request or otherwise (including in settlement of any litigation, if such settlement is effected with the written knowledge and consent of the Offerors)Company Group, insofar as a director, officer, member, manager or fiduciary of any other Person and based on, arising out of or relating to any act, omission, fact, circumstance or other matter occurring or existing on or prior the Effective Time. Parent, the Surviving Corporation and its Subsidiaries shall advance such lossesreasonable and documented costs, claims, damages, judgments, liabilities fees and expenses incurred by or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement on behalf of the Indemnified Persons on a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available current basis to the Placement Agents or fullest extent permitted by applicable Law; provided that the Purchaser by the Offerors, or (b) any omission or alleged omission Indemnified Person to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such whom expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency advanced provides a reasonable and customary undertaking (which shall not include posting of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related collateral) to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any repay such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper advances if it is ultimately determined by a court of competent jurisdictionjurisdiction in a final and non-appealable adjudication that such Indemnified Person is not entitled to indemnification. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts Notwithstanding anything to the Offerors together with interestcontrary in this Agreement, determined on Parent, the basis Surviving Corporation and its Subsidiaries shall not settle or compromise or consent to the entry of the prime rate (any judgment or otherwise terminate any actual or threatened Legal Proceeding or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments matter in which are not made to an Indemnified Party within 30 days of Person sought or could have sought indemnification, unless such settlement, compromise, consent or termination includes a request for reimbursement shall bear interest at the Prime Rate from the date full and unconditional release of such requestIndemnified Person.

Indemnification Obligation. The Offerors shall jointly and -------------------------- severally indemnify and hold harmless the Placement Agents and the Purchaser Purchasers and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser Purchasers (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors Subject to Section E of this Article Seventh, the Corporation shall jointly and severally indemnify indemnify, defend and hold harmless harmless, in each case to the Placement Agents and fullest extent permitted or required by any applicable laws, including the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either laws of the Placement Agents State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the Purchaser within scope of such permitted indemnification, any person made, or threatened to be made, a party to any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law and any threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by the meaning Corporation or any other person, including, without limitation, any federal, state or other governmental entity, that an Indemnitee (as defined below) determines might lead to the institution of Section 15 any such claim, demand, action, suit or proceeding (collectively, a “Claim”), by reason of the Securities Act fact that such person, whether before or Section 20 after adoption of this Article Seventh, is or was (1) serving as a director of the Exchange ActCorporation, and agentsor is or was serving at the request of the Corporation as a director of another corporation, employeespartnership, officers and directors limited liability company, joint venture, trust, employee benefit plan or other enterprise (any such controlling person of either person, an “Indemnitee Director”), (2) serving as an officer of the Placement Agents Corporation, or is or was serving at the Purchaser request of the Corporation as an officer of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise (any such person, an “Indemnitee Officer” and, together with the Indemnitee Directors, an “Indemnitee”), or (3) an heir, successor or administrator of an Indemnitee (each such person or entityClaim, an “Indemnified PartyIndemnifiable Claim”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, against and from (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor ofand all Indemnifiable Claims, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission and all attorneys’ and experts’ fees and expenses and all other costs and expenses paid or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party payable in connection with investigating, defending, settlingbeing a witness in or participating in (including on appeal), compromising or paying preparing to investigate, defend, be a witness in or participate in (including on appeal), any such lossClaim (collectively, claim“Expenses”) and (c) to the extent relating to, damagearising out of or resulting from any Indemnifiable Claim, any and all damages, losses, liabilities, judgments, liabilitypenalties (whether civil, expense criminal or action described other) and amounts paid in this Section 9.1. In addition to their settlement, including, without limitation, all interest, assessments and other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry charges paid or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred payable in connection with investigating or defending in respect of any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility foregoing (collectively, “Indemnifiable Losses”); provided, that such payments might later be held Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to have been improper by a court indemnification of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association Indemnitee hereunder (the “Prime RateStandard of Conduct”)) against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim. Any If an Indemnitee is entitled under any provision herein to indemnification by the Corporation for some or a portion of any Indemnifiable Loss, but not for the total amount thereof, the Corporation shall indemnify such interim reimbursement payments Indemnitee for the portion thereof to which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestIndemnitee is entitled.

Indemnification Obligation. (a) The Offerors Sellers shall jointly and severally indemnify and hold harmless the Placement Agents Buyer and the Purchaser its Affiliates and each of its and their respective agentscurrent or former officers, directors, managers, partners, equityholders, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employeessuccessors and assigns, officers and directors or any such including without limitation in their capacity as shareholders (including as “controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Partyshareholders”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such lossesliabilities, claims, damages, penalties, fines, judgments, liabilities or awards, settlements, Taxes, costs, fees, expenses (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively “Losses”) actually sustained by any of such Persons with respect to: (i) the failure of any representation or actions warranty of any Seller or of RW LSG Holdings contained in respect thereofthis Agreement to be true and correct at and as of the Closing as if made at and as of such time (except to the extent expressly made as of an earlier date); (ii) arise out ofany violation of any covenant or agreement made by the Sellers in this Agreement, or are based uponany certificate, document or relate to, in whole instrument delivered by or in part, on behalf of the Sellers pursuant to this Agreement; (aiii) all liabilities of RW LSG Holdings relating to or arising from (A) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available breaches by RW LSG Holdings prior to the Placement Agents Closing of any contract to which RW LSG Holdings is party or (B) any actions taken by RW LSG Holdings in its capacity as Primary Investor with respect to the Purchaser by Optioned Series H Stock or Purchased Series J Units prior to the Offerors, or Closing. (b) The Buyer shall indemnify and hold harmless each of the Sellers and their respective Affiliates and the Sellers’ and such Affiliates’ respective current or former officers, directors, managers, partners, equityholders, employees, agents, successors and assigns, including without limitation in their capacity as shareholders (including as “controlling shareholders”) from and against any omission and all Losses actually sustained by any of such Persons with respect to: (i) the failure of any representation or alleged omission warranty of the Buyer contained in this Agreement to state in any information be true and correct at and as of the Closing as if made at and as of such time (whether written or oral) or documents executed in favor of, furnished or made available except to the Placement Agents extent expressly made as of an earlier date); (ii) any violation of any covenant or the Purchaser agreement made by the Offerors a material fact required Buyer in this Agreement, or any certificate, document or instrument delivered by or on behalf of the Buyer pursuant to this Agreement; and (iii) all liabilities relating to or arising from the conduct of business by RW LSG Holdings and the ownership of the Series H Preferred Stock from and after the Closing. (c) Notwithstanding anything to the contrary contained in this Agreement or otherwise: (i) there shall be stated therein no indemnification pursuant to this Agreement by any Seller or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party Buyer for any legal and other expenses as special, incidental, indirect, consequential or punitive damages, except to the extent such expenses punitive damages are reasonably incurred by such awarded against any Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, a third party claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9; (ii) following the Closing, the Offerors hereby agree thatindemnification by the Sellers pursuant to Section 9.1(a), as an interim measure during shall be several but not joint, on a pro rata basis based on their relative Membership Interests, except that RCP: (A) shall be liable for all such Losses prior to the pendency Closing and (B) shall be jointly and severally liable for any liability allocable to any Seller that is not a Drag-Along Seller at all times; (iii) no Drag-Along Seller shall be liable for Losses pursuant to Section 9.1(a)(i) to the extent either (A) attributable to a breach of any claimthe representations and warranties in Article IV by another Seller or (B) in excess of the portion of the Holdings Price paid to such Drag-Along Seller; (iv) the Sellers shall not be liable for Losses pursuant to Section 9.1(a)(i) in the aggregate in excess of the Holdings Price, actionexcept in the case of Liability Claims with respect to a breach of the representations and warranties set forth in Section 4.1, investigationSection 4.2, inquiry or other proceeding arising out ofSection 4.4, Section 5.1, Section 5.2, Section 5.4, Section 6.1, Section 6.2, Section 6.9, Section 6.11, or based upon, Section 6.12 or related to in the matters described above in this Section 9.1, they shall reimburse event of fraud; (v) each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts use commercially reasonable efforts to the Offerors together with interest, determined on mitigate any Loss which forms the basis of a Liability Claim hereunder (including, to the prime rate extent consistent with sound business judgment, incurring costs only to the extent necessary to remedy the breach which gives rise to such Loss) upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto; and (or vi) indemnified Losses shall not be duplicative of any other commercial lending rate Loss for borrowers which an indemnification claim has been made and shall be computed net of the highest credit standing(A) announced from time to time payments actually recovered by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days under any insurance policy with respect to such Losses (net of a request for reimbursement shall bear interest at deductible, costs of collection and increases in insurance policy premiums) and (B) any prior or subsequent recovery by the Prime Rate Indemnified Party from the date of any Person with respect to such requestLosses.

Indemnification Obligation. The Offerors Subject to Section 5, the Company shall jointly and severally indemnify and hold harmless Indemnitee against all Indemnifiable Losses to the Placement Agents and fullest extent permitted or required by the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either laws of the Placement Agents State of North Carolina as in effect from time to time. Notwithstanding the foregoing, no indemnification, reimbursement or the Purchaser within the meaning of Section 15 payment shall be required of the Securities Act Company hereunder: (a) with respect to any Claim or any part thereof arising out of acts or omissions for which applicable law prohibits indemnification; (b) with respect to any Claim or part thereof or Losses where a determination has been made pursuant to Section 20 5(b) that Indemnitee’s activities in question were at the time taken known or believed by him or her to be clearly in conflict with the best interests of the Company (and/or, if applicable, in conflict with in the best interests of the Constituent Enterprise) or Indemnitee otherwise failed to satisfy the applicable standard of conduct for indemnification under North Carolina law; (c) with respect to any Claim or part thereof or Losses arising under Section 16(b) of the Exchange Act, and agentsor similar provisions of federal, employeesstate or local statutory or common law, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, pursuant to which such Indemnified Party may become subject under Indemnitee shall be obligated to pay any penalty, fine, settlement or judgment; provided, however, that the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate toCompany shall, in whole or in partaccordance with Section 3, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party advance Expenses in connection with investigating, defending, settling, compromising or paying Indemnitee’s defense of any such lossClaim, which advances shall be repaid to the Company unless it is ultimately determined that Indemnitee is entitled to indemnification; (d) with respect to any Claim initiated by Indemnitee without the prior written consent or authorization of the Board of Directors of the Company, provided that this exclusion shall not apply with respect to any Claim brought by Indemnitee to enforce any provision of this Agreement, whether by claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any cross claim, actionor counterclaim in a legal proceeding, investigation, inquiry arbitration or other proceeding arising out of, otherwise where Indemnitee has been successful on the merits or based upon, or related otherwise with respect to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred such Claim; (e) in connection with investigating proceedings or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding claims involving the absence of a judicial determination as to the propriety and enforceability enforcement of the possibility provisions of any employment, severance or compensation plan or agreement that such payments might later Indemnitee may be held to have a party to, or beneficiary of, with the Company or any of its subsidiaries; or (f) for which payment has actually been improper received by a court or on behalf of competent jurisdiction. To the extent that Indemnitee under any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestapplicable D&O Insurance.

Indemnification Obligation. The Offerors Without limiting the generality of the provisions of Section 6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation shall jointly (and severally Parent shall cause the Surviving Corporation to) indemnify and hold harmless harmless, to the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actfullest extent permitted by applicable Law, and agentsany of its Subsidiaries or Affiliates in effect on the date of this Agreement, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) Person from and against any costs, fees and all expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, judgmentsliabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, liabilities whether civil, criminal, administrative or expensesinvestigative, joint or severalwhenever asserted, to which the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer or employee of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, in such Indemnified Party may become subject under Person’s capacity as a director, officer or employee of the Securities Act, the Exchange Act Company or any of its Subsidiaries or other federal or state statutory law or regulationAffiliates, or taken at common law the request of the Company or otherwise such Subsidiary or Affiliate (including in settlement connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any litigationemployee benefit plan), if such settlement is effected action or omission, or alleged action or omission, occurred prior to or at the Effective Time); and (iii) the Merger, as well as any actions taken by the Company, Parent or Merger Sub with the written consent respect thereto (including any disposition of assets of the OfferorsSurviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), insofar as except that if at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 6.10(b), then the claim asserted in such lossesnotice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Legal Proceeding, claims, damages, judgments, liabilities or the Surviving Corporation shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or actions in otherwise compromise or consent to the entry of any judgment with respect thereof) arise out to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement termination includes an unconditional release of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be stated therein made with respect to whether the conduct of any Indemnified Person complies or necessary complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9Person), the Offerors hereby agree that, as an interim measure during fees and expenses of which shall be paid by the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestSurviving Corporation.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entityindemnified party, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.competent

Indemnification Obligation. The Offerors Such notification shall jointly be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and severally indemnify and hold harmless shall apprise the Placement Agents Company of the nature of such claim and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the Placement Agents 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the Purchaser within date that any payment of taxes with respect to such claim is due). If the meaning Company notifies the Executive in writing prior to the expiration of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each period that it desires to contest such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Actclaim, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise Executive shall: (including in settlement of any litigation, if such settlement is effected with i) give the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in Company any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser reasonably requested by the Offerors, or Company relating to such claim, (bii) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as take such expenses are reasonably incurred by such Indemnified Party action in connection with investigatingcontesting such claim as the Company shall reasonably request in writing from time to time, defendingincluding, settlingwithout limitation, compromising or paying any accepting legal representation with respect to such loss, claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, damageand (iv) permit the Company to participate in any proceedings relating to such claim; provided, judgmentshowever, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, that the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they Company shall reimburse each Indemnified Party on a quarterly basis for bear and pay directly all reasonable legal or other costs and expenses (including additional interest and penalties) incurred in connection with investigating such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or defending income or employment tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 10, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue ▇▇▇ a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue ▇▇▇ a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income or employment tax (including income or employment or interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to its Indemnification Obligation hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. If, after the receipt by the Executive of an amount advanced by the Company pursuant to this Section 10, the Executive becomes entitled to receive any refund with respect to such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as Executive shall (subject to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together Company's complying with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.the

Indemnification Obligation. The Offerors shall jointly and ---------------------------- severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association Bank, N.A. (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement reimbursement, shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly I understand and severally agree that I am required to indemnify you and hold you harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all lossesclaims, claimsactions, damages, judgmentsliabilities, liabilities or costs, and expenses, joint including reasonable attorneys’ fees and expenses arising from my use of RDC and/or breach of this Disclosure and Agreement, including but not limited to, a breach of any one or severalmore of the Accountholder’s Warranties. I understand and agree that this paragraph shall survive the termination of this Agreement. In Case of Errors. In the event that I believe there has been an error with respect to any original check or image thereof transmitted to you for deposit or a breach of this Agreement, I will immediately contact you regarding such error or breach as set forth below, Monday through Friday, 9:00 AM to which such Indemnified Party may become subject under the Securities Act4:00 PM Central: Limitation of Liability. I understand and agree that you are not responsible for any indirect, the Exchange Act or other federal or state statutory law or regulationconsequential, punitive, or at common law special damages or otherwise (including damages attributable to my breach of this Disclosure and Agreement. Warranties. I UNDERSTAND THAT THE CREDIT UNION DOES NOT MAKE ANY WARRANTIES ON EQUIPMENT, HARDWARE, SOFTWARE OR INTERNET PROVIDER SERVICE, OR ANY PART OF THEM, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE CREDIT UNION IS NOT RESPONSIBLE FOR ANY LOSS, INJURY OR DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL, CAUSED BY THE INTERNET PROVIDER, ANY RELATED SOFTWARE, OR THE CREDIT UNION’S USE OF ANY OF THEM OR ARISING IN ANY WAY FROM THE INSTALLATION, USE, OR MAINTENANCE OF MY PERSONAL COMPUTER HARDWARE, SOFTWARE, OR OTHER EQUIPMENT. Change in settlement Terms. You may change the terms and charges for RDC indicated in this Disclosure and Agreement by notifying me of any litigationsuch change in writing and may amend, if such settlement is effected with the written consent of the Offerors)modify, insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out ofadd to, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, delete from this Disclosure and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced Agreement from time to time. My use of RDC after receipt of notification of any change by you constitutes my acceptance of the change. Termination of the Services. I may, by written request, terminate use of RDC provided for in this Disclosure and Agreement. You may terminate my use of RDC at any time by First Tennessee Bank National Association (upon written notice. In the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days event of a request termination of RDC, I will remain liable for reimbursement shall bear interest at the Prime Rate from the date of such requestall transactions performed on my Account.

Indemnification Obligation. The Offerors shall jointly Without limiting the generality of the provisions of Section 6.9(a), during the period commencing at the Closing and severally ending on the sixth (6th) anniversary of the Closing, the Company will indemnify and hold harmless harmless, to the Placement Agents fullest extent permitted by applicable Law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect on the Purchaser and date of this Agreement, each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) Person from and against any costs, fees and all expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, judgmentsLiabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, liabilities whether civil, criminal, administrative or expenses, joint or severalinvestigative, to which the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) any action or omission, or alleged action or omission, in such Indemnified Party may become subject under Person’s capacity as a director, officer, employee or agent of the Securities Act, the Exchange Act Company or other federal any of its Subsidiaries (regardless of whether such action or state statutory law or regulationomission, or alleged action or omission, occurred prior to, at common law or otherwise after the Closing); and (ii) the Transactions or any other transaction contemplated hereby, as well as any actions taken by the Company or the Parent with respect thereto, except that if, at any time prior to the sixth (6th) anniversary of the Closing, any Indemnified Person delivers to the Parent a written notice asserting a claim for indemnification pursuant to this Section 6.9(b), then the claim asserted in such notice will survive the sixth (6th) anniversary of the Closing until such claim is fully and finally resolved. In the event of any such Legal Proceeding, (A) the Company will have the right to control the defense thereof after the Closing; (B) each Indemnified Person will be entitled to retain his or her own counsel to the extent such Indemnified Person has defenses not available to other defendants in such Legal Proceedings or such Indemnified Person, upon the advice of counsel, reasonably believes it has a conflict of interest with the Company in such Legal Proceeding, in each case, whether or not the Company elects to control the defense of any such Legal Proceeding; (C) the Company will advance all fees and expenses (including in settlement reasonable fees and expenses of no more than one separate counsel retained by each Indemnified Person and reasonably acceptable to the Company and fees relating to posting of any litigationbond) as incurred by an Indemnified Person in the defense of such Legal Proceeding whether or not the Company elects to control the defense of any such Legal Proceeding, if such settlement is effected with the written consent subject to receipt of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred an undertaking by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any Person to repay such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, fees and expenses if it is finally determined by the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdictionjurisdiction that he or she is not entitled to indemnification in the underlying Legal Proceeding; and (D) no Indemnified Person will be liable for any settlement of such Legal Proceeding effected without his or her prior express written consent (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts Notwithstanding anything to the Offerors together with interestcontrary in this Agreement, determined on the basis none of the prime rate (Company nor any of its Affiliates will settle or other commercial lending rate otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Legal Proceeding for borrowers of the highest credit standing) announced from time to time which indemnification may be sought by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date Person pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of such requestIndemnified Person from all Liability arising out of such Legal Proceeding.

Indemnification Obligation. The Offerors shall jointly and --------------------------- severally indemnify and hold harmless the Placement Agents and the Purchaser Purchasers and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser Purchasers (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall Subject to the limitations set forth in Section 4.2 hereof, each of the Sellers hereby jointly and severally indemnify agrees to indemnify, defend and hold harmless the Placement Agents Company, the Buyer and the Purchaser and each of their respective agentsaffiliates including, employeeswithout limitation their directors, officers officers, shareholders, employees (other than the Sellers), agents and directors and representatives (for the purposes of this Article Four, each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”" and, collectively, the "Indemnified Parties") from and against in respect of any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise Losses (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities those arising under Environmental Laws or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigatingHazardous Materials), defendingincluding, settlingwithout limitation, compromising or paying settlement costs, attorneys' fees at such attorneys' customary hourly rates and any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with of investigating or defending any such claimActions or threatened Actions, actionincurred by the Indemnified Parties in connection with, investigationrelating to, inquiry or other proceeding, notwithstanding the absence arising out of a judicial determination as to the propriety each and enforceability all of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improperfollowing, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined interest on cash disbursements from the basis date of disbursement by the Indemnified Parties in connection therewith until payment at a fluctuating interest rate that is at all times equal to the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced in effect from time to time by of the First Tennessee Bank National Association Chicago, NBD Bank, NA: (a) Any breach or inaccuracy of any representation or warranty of the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest Sellers or the Company contained herein or in any Ancillary Document or instrument delivered at the Prime Rate from Closing by the date Sellers or the Company, including, any breach or inaccuracy of the representations and warranties set forth in Sections 2.15(c), 2.15(d), 2.15(e), 2.15(k), 2.17(i), 2.17(m) and 2.17(o)(viii) when read without reference to the information, knowledge or belief of the Sellers or the Company; (b) The breach of or failure to perform any provision of any covenant, agreement or obligation of the Sellers or the Company contained in this Agreement or in any Ancillary Document; (c) Any misrepresentation contained in any written document furnished to the Buyer by the Company or the Sellers; (d) Any claim by any former shareholder of the Company relating to or arising out of his or her ownership of shares of the Company's capital stock, or the purchase or sale thereof by such request.shareholder including, without limitation, any claim alleging fraud, misrepresentation or breach of fiduciary duty or arising under state or Federal securities laws; (e) Any Sellers' Transaction Fees in excess of the amount, if any, by which the cash on the Closing Balance Sheet exceeds Three Hundred Thousand Dollars ($300,000) and any Sellers' Brokerage Fees; and (f) Any product sold by the Company prior to the Closing, other than Retained Warranty Liabilities and Retained Delivery Liabilities. GV: #115336 v7 (2gzs07!.WPD) 41

Indemnification Obligation. The Offerors shall jointly and severally --------------------------- indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association Bank, N.A. (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement reimbursement, shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall (i) Subject to the terms and conditions set forth hereafter and provided for herein, each Guarantor hereby undertakes, severally and not jointly and severally ("responsabilite conjointe et non-solidaire") (the "Purchaser Indemnity") to indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, pay: (a) 100% of any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or direct and non-contingent and liquidated damages incurred and paid for by the Purchaser by the Offerorsincluding, or (b) any omission or alleged omission without limitation, amounts related to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigationproceeding, inquiry litigation or other proceeding arising out similar actions (including reasonable attorneys' fees and expenses) as a result of the breach or violation of, or based upona misstatement in, or an omission with respect to, any representations and warranties by such Guarantor set forth in Article 3 of this Agreement; (b) an amount corresponding to its Guarantor Percentage of 100% of any direct and non-contingent and liquidated damages incurred and paid for by the Purchaser including, without limitation, amounts related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding litigation or similar actions (including reasonable attorneys' fees and expenses) as a result of litigation pending before the absence Tribunal de Commerce de Nanterre with respect to Intrad Inc.; and (c) an amount corresponding to its Guarantor Percentage of 100% of any direct and non-contingent liquidated damage actually incurred and paid for by the Company or any Subsidiaries of the Company as a result of the breach of, a misstatement in, an omission with respect to, any warranty or representation set forth in Article 2 of this Agreement including, without limitation, amounts related to any claim, action, proceeding, litigation or similar actions (including reasonable attorneys' fees and expenses) with respect to facts in existence before the date hereof,. The amount of any Purchaser Loss or Intrad Loss (each as defined below) under Article 6.1(i)(b) or (c) shall be reduced by - any increase in the value of any of the Company's assets, including the amount of any provisions which are recovered ("reprise sur provisions") and/or decrease of any of the Company's liabilities appearing prior to 31 December 1998 compared to their respective value accounted for in the Financial Statements of the Company; - the amount of any tax savings, including the increase of the loss carried forward, or any benefit accrued to the Company in connection with the recording of such Purchaser Loss or Intrad Loss. - any amount payable by a third party including (a) any payments due to the Company by an insurance company to indemnify the Company for such Purchaser Loss or Intrad Loss and (b) any indemnification obligation of any third party to the Company. In the event that any Purchaser Loss or Intrad Loss may be covered by insurance or indemnified by a third pursuant to an indemnity, the Purchaser shall not have any right to Purchaser Indemnity until the Purchaser shall have exhausted all insurance claims or claims for indemnification that may exist against any such third party, and - the amount of any provision or reserve relating to the Purchaser Loss or Intrad Loss as recorded in the Financial Statements of the Company. (ii) Subject to the terms and conditions set forth hereafter and provided for herein, the Purchaser hereby undertakes to indemnify and pay to the Sellers (the "Seller Indemnity"), 100% of any direct non-contingent and liquidated damages incurred and paid for by the Sellers as a result of the breach or violation of a judicial determination misstatement in, an omission with respect to, representations and warranties set forth in Article 4 of this Agreement, including, without limitation, amounts related to any claim, action, proceeding, litigation or similar actions (including reasonable attorneys' fees and expenses). (iii) For the purposes of this Article 6, any amount referenced to in Article 6.1 (i) (a) and 6.1(i)(c) shall be referred to as a "Purchaser Loss" , any amount referenced in Article 6.1(i)(b) shall be referred to the propriety as an "Intrad Loss", and enforceability of the possibility that such payments might later any amount referenced in Article 6.1(ii) shall be held referred to have been improper by as a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request"Seller Loss."

Indemnification Obligation. The Offerors shall jointly and severally i. Tenant agrees to defend, indemnify and hold save harmless Landlord from and against all liabilities, damages, costs, expenses (including reasonable attorneys' fees and expenses), causes of action, suits, claims, demands or judgments (collectively, "Liabilities") of any nature whatsoever which may be imposed upon or incurred by or asserted against Landlord (i) arising from or out of the Placement Agents and use or occupancy of the Purchaser and each Premises by Tenant or any occupant of the Premises, or of its or their respective agents, contractors, servants, employees, officers and directors and each person that controls either invitees, licensees or trespassers; (ii) arising from any breach or default on part of Tenant in the performance of any of its covenants or agreements under this Lease; (iii) arising from any act, omission, or negligence of Tenant, or any occupant of the Placement Agents Premises, or the Purchaser within the meaning of Section 15 of the Securities Act its or Section 20 of the Exchange Acttheir agents, and agentscontractors, servants, employees, officers and directors invitees, licensees or trespassers; or (iv) arising from any accident, injury to or illness or death of any person, or any such controlling person of either of damage to property occurring on the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure Premises during the pendency term of any claimthis Lease, action, investigation, inquiry or other proceeding arising out of, or based upon, or related except to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment accident, injury or damage is so held to have been improper, each Indemnified Party shall promptly return such amounts attributable to the Offerors together with interestnegligent acts of Landlord. ii. Landlord agrees to defend, determined indemnify and save harmless Tenant from and against all Liabilities of any nature whatsoever which may be imposed upon or incurred by or asserted against Tenant (i) arising from any breach or default on part of Landlord in the basis performance of any of its covenants or agreements under this Lease; or (ii) arising from any act, omission, or negligence of Landlord, or its agents, contractors, servants, employees, invitees, or licensees. iii. The indemnity obligations in this Section 10.01 shall survive the prime rate (expiration or other commercial lending rate for borrowers sooner termination of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestthis Lease.

Indemnification Obligation. The Offerors Without limiting the generality of the provisions of Section 6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation shall jointly (and severally Parent shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law, and any of its Subsidiaries in effect on the date of this Agreement shall, indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) Person from and against any costs, fees and all expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, judgmentsliabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, liabilities whether civil, criminal, administrative or expensesinvestigative, joint or severalwhenever asserted, to which the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary; (ii) any action or omission, or alleged action or omission, in such Indemnified Party may become subject under Person’s capacity as a director, officer, employee or agent of the Securities Act, the Exchange Act Company or other federal or state statutory law or regulationany of its Subsidiaries, or taken at common law the request of the Company or otherwise such Subsidiary (including in settlement connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time); and (iii) the Merger, as well as any actions taken by the Company, Parent or Merger Sub with respect thereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any litigationsuch Legal Proceeding, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or Surviving Corporation shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or actions in otherwise compromise or consent to the entry of any judgment with respect thereof) arise out to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement termination includes an unconditional release of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be stated therein made with respect to whether the conduct of any Indemnified Person complies or necessary complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9Person), the Offerors hereby agree that, as an interim measure during fees and expenses of which shall be paid by the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestSurviving Corporation.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor ofEach Seller hereby agrees that, furnished or made available subject to the Placement Agents following provisions of this Section 11.6, any Claims by the Purchaser for indemnification by the Purchaser against the Sellers (or any of them) hereunder may be satisfied by the Purchaser by its right of offset pursuant to the Offerorsterms of the Note. All payments for indemnifiable damages made pursuant to this Article XI shall be treated as adjustments to the Purchase Price. If the principal amount of the Note is insufficient to set off any Claim by the Purchaser for indemnifiable damages made hereunder (or have been delivered to the holders prior to the making or resolution of such Claim), then the Purchaser may take any action or (b) exercise any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made remedy available to it against the Placement Agents or the Purchaser Sellers by the Offerors a material fact required appropriate legal proceedings to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as collect such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdictionindemnifiable damages. To the extent that the principal amount of the Note is sufficient in value to cover the claimed amount of all of the Purchaser's indemnification Claims, then the Purchaser agrees to first offset against the principal amount of the Note prior to seeking redress against any of the Sellers' other assets. (b) Each Indemnitor shall pay the indemnification amount in excess of the principal amount of the Note claimed by the Indemnitee in immediately available funds promptly within ten (10) days after the Indemnitee provides the Indemnitor with written notice of such interim reimbursement payment is so held a Claim hereunder unless the Indemnitor in good faith disputes such Claim. If the Indemnitor disputes such Claim in good faith, then promptly after the resolution of such dispute, the amount finally determined to have been improper, each Indemnified Party be due shall promptly return such amounts be paid by the Indemnitor to the Offerors together with interest, determined Indemnitee in immediately available funds within ten (10) days of such dispute resolution. In the event the Indemnitor fails to pay the Indemnitee the amount of such indemnification Claim within such ten (10) day period the Indemnitor shall pay the Indemnitee interest on the basis amount of the prime such indemnification Claim at a rate of ten percent (or other commercial lending rate for borrowers of the highest credit standing10%) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate per annum, compounded monthly from the date of the original written notice of such requestindemnification Claim until the indemnification Claim is paid in full.

Indemnification Obligation. The Offerors Subject to the conditions and -------------------------- limitations set forth in this Agreement, Affinity shall jointly and severally defend, indemnify and hold Lydall and Lydall F/S harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all lossesclaims, claimsactions, suits, demands, assessments, judgments, damages, judgmentsliabilities, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities costs or expenses (including, without limitation, fines, penalties, punitive damages and reasonable attorneys' fees) (collectively, "Damages") actually incurred or actions in respect thereof) arise suffered by Lydall and/or Lydall F/S resulting from or arising out of, or are based upon, or relate to, in whole or in part, of (a) any untrue statement inaccuracy or alleged untrue statement falsehood in any representation or any breach of a material fact warranty or nonfulfillment of any covenant by Affinity that is contained in this Agreement or any information (whether written certificate, document or oral) or documents executed instrument delivered to Lydall and/or Lydall F/S in favor ofconnection with this Agreement, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission breach or failure to perform any covenant or other agreement of Affinity that is contained in this Agreement, (c) any failure by Affinity to comply with any applicable bulk sales laws or to discharge any claims asserted against Lydall and/or Lydall F/S under such laws, (d) any debt, liability or obligation of Affinity not expressly assumed by Lydall pursuant to this Agreement, (e) any claim for a finder's fee or brokerage or other commission arising by reason of any services alleged omission to state in have been rendered to or at the request of Affinity with respect to this Agreement and (f) any information (whether written claim based on any action, transaction, condition or oral) event occurring or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party existing in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.Affinity's business

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is is 12 1034357.1 Redwood Empire Bancorp/Placement Agreement effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors Without limiting the generality of the provisions of Section 6.10(a), during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent shall jointly (and severally Parent shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law, and any of its Subsidiaries in effect on the date of this Agreement shall, indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) Person from and against any costs, fees and all expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, judgmentsliabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, liabilities whether civil, criminal, administrative or expensesinvestigative, joint or severalwhenever asserted, to which the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary; (ii) any action or omission, or alleged action or omission, in such Indemnified Party may become subject under Person’s capacity as a director, officer, employee or agent of the Securities Act, the Exchange Act Company or other federal or state statutory law or regulationany of its Subsidiaries, or taken at common law the request of the Company or otherwise such Subsidiary (including in settlement connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time); and (iii) the Merger, as well as any actions taken by the Company, Parent or Merger Sub with respect thereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 6.10(b), then the claim asserted in such notice will survive the sixth (6th) anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any litigationsuch Legal Proceeding, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or Surviving Corporation shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or actions in otherwise compromise or consent to the entry of any judgment with respect thereof) arise out to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement termination includes an unconditional release of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each all Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding Persons from all liability arising out of, or based uponrelating to, such Legal Proceeding or related such Indemnified Person otherwise consents in writing (such consent not to the matters described above in this Section 9.1be unreasonably withheld or delayed) to such settlement, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal compromise, consent or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requesttermination.

Indemnification Obligation. The Offerors (a) Subject to the limitations set forth in Section 6.2, the Sellers (for the purposes of this Section 5.1(a) the "Seller Indemnifying Parties") shall jointly and severally indemnify and hold harmless the Placement Agents Company, the Buyer and their affiliates (collectively, the Purchaser and each "Buyer Indemnified Parties") in respect of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all claims, actions, causes of action, arbitrations, proceedings, losses, claims, damages, judgmentsliabilities and expenses (including, without limitation, settlement costs, reasonable attorneys' fees and any other out-of-pocket costs of investigation), incurred by the Buyer Indemnified Parties in connection with each and all of the following: (i) Any breach of any representation or warranty of the Sellers contained herein or in any instrument delivered at the Closing by the Sellers; (ii) Any breach of any covenant, agreement or obligation of the Sellers contained herein or in any instrument delivered at the Closing by the Sellers; and (iii) Any and all liabilities and obligations of the Company of any nature, whether known or expensesunknown, joint arising from or severalas a result of the operation of the Company's business prior to the Closing, other than liabilities referred to which such Indemnified Party may become subject under in Section 2.16 of this Agreement. (b) The Buyer shall indemnify and hold harmless the Securities ActSellers and their affiliates (collectively, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including "Seller Indemnified Parties") in settlement respect of any litigationand all claims, if such settlement is effected with the written consent actions, causes of the Offerors)action, insofar as such arbitrations, proceedings, losses, claims, damages, judgments, liabilities or and expenses (or actions in respect thereof) arise out including, without limitation, settlement costs, reasonable attorneys' fees and any other out-of-pocket costs of investigation), or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser incurred by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Seller Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party Parties in connection with investigating, defending, settling, compromising or paying each and all of the following: (i) any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency breach of any claim, action, investigation, inquiry representation or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability warranty of the possibility that such payments might later be held to have been improper Buyer contained herein or in any instrument delivered at the Closing by a court the Buyer; (ii) any breach of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been impropercovenant, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis agreement or obligation of the prime rate Buyer contained herein or in any instrument delivered at the Closing by the Buyer; and (or other commercial lending rate for borrowers iii) all liabilities and obligations of the highest credit standing) announced Company of any nature, whether known or unknown, arising from time to time by First Tennessee Bank National Association (or as a result of the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days operation of a request for reimbursement shall bear interest at the Prime Rate from Company's business after the date of such requestClosing.

Indemnification Obligation. The Offerors Company Entities shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser Purchasers and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser Purchasers (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of any of the OfferorsCompany Entities), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by any of the OfferorsCompany Entities, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by any of the Offerors Company Entities a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors Company Entities hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors Company Entities together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors Without limiting the generality of the provisions of Section 6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation shall jointly (and severally Parent shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law, and any of its Subsidiaries or Affiliates in effect on the date of this Agreement shall, indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) Person from and against any costs, fees and all expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, judgmentsliabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, liabilities whether civil, criminal, administrative or expensesinvestigative, joint or severalwhenever asserted, to which the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, in such Indemnified Party may become subject under Person’s capacity as a director, officer, employee or agent of the Securities Act, the Exchange Act Company or any of its Subsidiaries or other federal or state statutory law or regulationAffiliates, or taken at common law the request of the Company or otherwise such Subsidiary or Affiliate (including in settlement connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time); or (iii) the Merger, as well as any actions taken by the Company, Parent or Merger Sub with respect thereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any litigationsuch Legal Proceeding, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or Surviving Corporation shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or actions in otherwise compromise or consent to the entry of any judgment with respect thereof) arise out to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement termination includes an unconditional release of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be stated therein made with respect to whether the conduct of any Indemnified Person complies or necessary complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9Person), the Offerors hereby agree that, as an interim measure during fees and expenses of which shall be paid by the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestSurviving Corporation.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and (a) ▇▇▇▇▇▇ agrees to protect, defend, hold harmless the Placement Agents and the Purchaser indemnify MLM, BC Partners Advisors L.P., SOFIX and each of their respective agentsAffiliates and such parties’ respective officers, directors, trustees, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actshareholders, and members, partners, agents, employeesrepresentatives, officers successors and directors or any such controlling person of either of assigns (the Placement Agents or the Purchaser (each such person or entity, an “Mount Logan Indemnified PartyParties”) from and against any and all losses, claims, damages, judgments, liabilities Losses resulting from or expenses, joint relating to: (i) ▇▇▇▇▇▇’s provision of the Transition Services in accordance with the terms hereof; (ii) any breach or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement nonperformance of any litigationprovision of this TSA by ▇▇▇▇▇▇; (iii) any breach of the representations and warranties of Willow made in this TSA or the Acquisition Agreement; (iv) breaches of representations and warranties of AIF made in the Acquisition Agreement; (v) liabilities of SOFIX as purported successor to AIF arising from, if such settlement is effected related to or resulting from (A) any action by ▇▇▇▇▇▇ in connection with the written consent AIF Transaction; (B) any pre-Closing liabilities of Willow; or (C) any pre-Closing liabilities of AIF that are not reflected in the Financial Statements; and (vi) any liabilities arising from, related to or resulting from advisory services provided by ▇▇▇▇▇▇ to AIF; and (vii) the matters set forth on Section [●] of the Offerors)Acquired Fund Disclosures, insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available delivered pursuant to the Placement Agents or the Purchaser by the Offerors, or Acquisition Agreement. (b) any omission or alleged omission MLM and SOFIX agree to state in any information (whether written or oral) or documents executed in favor ofprotect, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleadingdefend, hold harmless and shall reimburse each Indemnified Party for any legal indemnify Willow and other expenses as its Affiliates and such expenses are reasonably incurred by such Indemnified Party in connection with investigatingparties’ respective officers, defendingdirectors, settlingemployees, compromising or paying any such lossshareholders, claimmembers, damagepartners, judgmentsagents, liabilityrepresentatives, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety successors and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association assigns (the “Prime RateWillow Indemnified Parties”). Any such interim reimbursement payments which are not ) from and against any and all Losses resulting from or relating to: (i) any breach or nonperformance of any provision of this TSA by MLM and (ii) breaches of representations and warranties of MLM made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestin this TSA.

Indemnification Obligation. The Offerors shall jointly (a) Subject to Sections 5.2, 5.3 and severally 5.4, the Seller will indemnify the Buyer and hold harmless the Placement Agents its Affiliates and the Purchaser and each of their respective agentsofficers, directors, employees, officers stockholders, agents and directors and each person that controls either of representatives (the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act“Buyer Indemnified Parties”) against, and agentshold them harmless from, employeesany loss, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entityliability, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such lossobligation, claim, damage, judgmentspenalty, liabilityfine, judgment, cost or expense (including amounts paid in settlement, costs of investigation, and reasonable attorneys’ and accountants’ fees and expenses) (collectively, “Losses”) incurred or action described suffered by any Buyer Indemnified Party based on, arising from or relating to (i) any violation, contravention or breach of any covenant, agreement or obligation of the Seller contained in this Section 9.1. In addition to their other obligations under Agreement, (ii) any inaccuracy or misrepresentation in any representation or warranty of the Seller contained in this Section 9Agreement, the Offerors hereby agree that, as an interim measure during the pendency of Schedules attached hereto or in any claim, action, investigation, inquiry certificate or other proceeding arising out of, document delivered or based upon, or related given by the Seller to the matters described above Buyer pursuant to this Agreement, (iii) any Excluded Liabilities or (iv) any payment or series of payments required to be made by the Buyer or any Affiliate thereof in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal respect of or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as pursuant to the propriety Ashkom Transition Agreement in excess of $15,000. (b) Subject to Sections 5.2, 5.3 and enforceability of 5.4, the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To Buyer will indemnify the extent that any such interim reimbursement payment is so held to have been improperSeller and its Affiliates and their respective officers, each Indemnified Party shall promptly return such amounts to the Offerors together with interestdirectors, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association employees, stockholders, agents and representatives (the “Prime RateSeller Indemnified Parties”). Any such interim reimbursement payments which are not made to an ) against, and hold them harmless from, any Losses incurred or suffered by any Seller Indemnified Party within 30 days based on, arising from or relating to (i) any violation, contravention or breach of a request for reimbursement shall bear interest at any covenant, agreement or obligation of the Prime Rate from Buyer contained in this Agreement, (ii) any inaccuracy or misrepresentation in any representation or warranty of the date of such requestBuyer contained in this Agreement, the Schedules attached hereto or in any certificate or other document delivered or given by the Buyer to the Seller pursuant to this Agreement, (iii) any Assumed Liabilities, or (iv) any Transfer Taxes.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors, but excluding any such losses, claims, damages, judgments, liabilities or expenses that are caused by the gross negligence or willful misconduct of the Indemnified Party), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally Each Party (the “Indemnifying Party”) will, at its expense, defend, indemnify and hold harmless the Placement Agents other Party (“Indemnified Party”), its Affiliates and the Purchaser its and their officers, directors, employees, shareholders, agents, and successors (Indemnified Party and each of their respective agentsthe foregoing, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entitycollectively, an “Indemnified Related Party”) from and against any and all losses, claims, damages, judgmentscosts, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise and expenses (including reasonable attorneys’ fees, all amounts that a court or arbitrator finally awards or that Indemnifying Party agrees to in settlement of any litigation, if such settlement is effected with Claim (as defined below) and any and all reasonable expenses or charges as they are incurred by Indemnified Related Party in cooperating in the written consent of the Offerorsdefense), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any third party claim, action, investigation, inquiry demand or other proceeding arising out of, complaint (a “Claim”) brought against the Indemnified Related Party by a third party which results or based upon, arises from an infringement or alleged infringement of intellectual property rights related to the matters described above Indemnifying Party’s Product. Indemnified Party will notify Indemnifying Party promptly of any such Claim action, demand or complaint and will give Indemnifying Party sole and exclusive authority (including settlement authority), and reasonable information and assistance for the defense. Additional Rights and Obligations. If Indemnifying Party’s Product that is the subject of an indemnification claim under this Section 15.1(a) (or any part of it), is held to infringe any third party intellectual property rights and the use of such Product, as contemplated by this Agreement, is enjoined or is threatened to be enjoined, Indemnifying Party at its own election and expense may either: (i) procure for Indemnified Party (or, if applicable, the Indemnified Related Party) the right to continue use of such Product as authorized under this Agreement; or (ii) replace or modify the applicable Product with a version of the Product that is non-infringing and that conforms to the applicable Documentation. If, despite Indemnifying Party’s commercially reasonable efforts, neither of the alternatives in this Section 9.1, they shall reimburse each Indemnified Party 15.1(b) is available on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence terms which are commercially feasible within one hundred eighty (180) days of notice of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improperClaim, each Indemnified (A) Indemnifying Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.17 ACTIVE/96105181.2

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association Bank, N.A. (the “"Prime Rate”"). Any such interim reimbursement payments which that are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents Agent and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents Agent or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents Agent or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents Agent or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents Agent or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgmentsjudgment, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association Bank, N.A. (the “"Prime Rate”"). Any such interim reimbursement payments which that are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally Each party (an “Indemnifying Party”) agrees to indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agentsother party along with its officers, directors, managers, employees, officers and directors authorized agents, and each person that or entity, if any, who controls either of the Placement Agents or the Purchaser such party within the meaning of Section 15 of the Securities Act of 1933 (the “Securities Act”) or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser Act (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, and any action in respect to which such the Indemnified Party may become becomes subject under to, resulting from, arising out of this Agreement or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent part of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions Indemnifying Party contained in respect thereof) arise out of, or are based upon, or relate to, in whole or in partthis Agreement, (aii) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor ofthis, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for (or (iii) any legal and other expenses violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such expenses damages are reasonably incurred by incurred, except to the extent such damages result primarily from the Indemnified Party in connection with investigating, defending, settling, compromising Party’s failure to perform any covenant or paying any such loss, claim, damage, judgments, liability, expense or action described agreement contained in this Section 9.1. In addition to their other Agreement or the Indemnified Party’s, recklessness or willful misconduct in performing its obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestAgreement.

Indemnification Obligation. The Offerors Without limiting the generality of the provisions of Section 6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation shall jointly (and severally Parent shall cause the Surviving Corporation to) indemnify and hold harmless, to the fullest extent permitted by applicable Law, and any of its Subsidiaries or Affiliates in effect on the date of this Agreement shall, indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) Person from and against any costs, fees and all expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, judgmentsliabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, liabilities whether civil, criminal, administrative or expensesinvestigative, joint or severalwhenever asserted, to which the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or alleged action or omission, in such Indemnified Party may become subject under Person’s capacity as a director, officer, employee or agent of the Securities Act, the Exchange Act Company or any of its Subsidiaries or other federal or state statutory law or regulationAffiliates, or taken at common law the request of the Company or otherwise such Subsidiary or Affiliate (including in settlement connection with serving at the request of the Company or such Subsidiary or Affiliate as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time); and (iii) the Merger, as well as any actions taken by the Company, Parent or Merger Sub with respect thereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any litigationsuch Legal Proceeding, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or Surviving Corporation shall advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding. Notwithstanding anything to the contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates shall settle or actions in otherwise compromise or consent to the entry of any judgment with respect thereof) arise out to, or otherwise seek the termination of, any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement termination includes an unconditional release of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact all Indemnified Persons from all liability arising out of such Legal Proceeding. Any determination required to be stated therein made with respect to whether the conduct of any Indemnified Person complies or necessary complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9Person), the Offerors hereby agree that, as an interim measure during fees and expenses of which shall be paid by the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestSurviving Corporation.

Indemnification Obligation. The Offerors For a period of six years following the Closing Date, the Surviving Corporation and its Subsidiaries shall jointly (and severally Parent shall cause the Surviving Corporation and its Subsidiaries to) indemnify and hold harmless the Placement Agents harmless, exculpate and the Purchaser shall advance expenses as incurred to, any current or former directors or officers (and each of their respective agents, employees, officers and directors and each person that controls either any Person who becomes a director or officer of the Placement Agents Company or any of its Subsidiaries prior to the Purchaser within the meaning of Section 15 Effective Time) of the Securities Act or Section 20 of the Exchange ActCompany and its Subsidiaries (each, together with such Person’s heirs, executors and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entityadministrators, an “Indemnified PartyPerson” and, collectively, the “Indemnified Persons”), in each case at least to the same extent (subject to Applicable Law) from as such Persons are indemnified, held harmless and against exculpated as of the Closing Date by (i) the Company or its Subsidiaries pursuant to the Organizational Documents of the Company or any of its Subsidiaries or (ii) any indemnification agreements between the Company or any of its Subsidiaries, on the one hand, and all such Indemnified Person, on the other hand, including with respect to any costs, fees and expenses (including reasonable and documented attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, judgmentsliabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, liabilities whether civil, criminal, administrative or expensesinvestigative, joint or severalwhenever asserted, to which the extent that such Legal Proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (x) the fact that an Indemnified Person is or was a director or officer of the Company or such Subsidiary or Affiliate at or prior to the Effective Time; (y) any action or omission, in such Indemnified Person’s capacity as a director or officer of the Company or any of its Subsidiaries or other Affiliates, or taken at the request of the Company or such Subsidiary or Affiliate (including in connection with serving at the request of the Company or such Subsidiary or Affiliate as a director or officer of another Person (including any employee benefit plan)) occurring prior to or at the Effective Time; and (z) the Merger, as well as any actions taken prior to or at the Effective Time by the Company with respect thereto, provided, that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 6.8(a), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved; provided further that if, at any time prior to the sixth anniversary of the Effective Time, Parent or any of its Subsidiaries make any changes to the indemnification, exculpation or hold harmless provisions for any of Parent or its Subsidiaries’ current or former directors or officers and such changes result in any indemnification, exculpation or hold harmless obligations that are more favorable than those described in clauses (i) or (ii) above, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) increase the indemnification, exculpation or hold harmless obligations of the Indemnified Parties to include any such more favorable changes. Notwithstanding the foregoing, in the case of advancement of expenses in connection with the foregoing, any Indemnified Party to whom expenses are advanced must, as a condition to such advancement, (x) provide an undertaking to repay such advances if it is ultimately determined in a final non-appealable judgment that such Indemnified Party may become subject under is not entitled to indemnification; and (y) cooperate in the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement defense of any litigation, if such settlement matter until it is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by determined that such Indemnified Party is not eligible for indemnification in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestfinal non-appealable judgment.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser Purchasers and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser Purchasers (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any written information (whether written or oral) or documents documentation executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by the Offerors, or (b) any omission or alleged omission to state in any written information (whether written or oral) or documents documentation executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, the Offerors shall be required to make no further reimbursement payments and with respect to the applicable claim each Indemnified Party shall promptly return any such amounts previously or thereafter received to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of such payments, and notwithstanding the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors, but excluding any such losses, claims, damages, judgments, liabilities or expenses that are caused by the gross negligence or willful misconduct of the Indemnified Party), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein Capstead Mortgage Corporation/Placement Agreement not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association Bank, N.A. (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement reimbursement, shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or <PAGE> 12 regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgmentsjudgment, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors following provisions shall jointly apply to, and severally be deemed in each case to modify, each of the provisions of this Mortgage (except those set forth in Section 3.10 hereof) and the other Secured Debt Documents (except to the extent otherwise expressly provided therein) wherein Mortgagor is obligated to indemnify each of the Indemnified Persons: (a) Mortgagor agrees to indemnify Beneficiary, the Secured Debtholders, Trustee and their respective employees, affiliates, agents and attorneys, under the Mortgage and any successors or substitute trustee under the Mortgage, against all legal and administrative proceedings for which a claim for indemnification may be made by the Indemnified Person (herein, collectively, called "Indemnification Claims") made against or incurred by them or any of them as a consequence of the assertion, either before or after the payment in full of the Indebtedness, that they or any of them received Hydrocarbons herein assigned or the proceeds thereof claimed by third persons and Beneficiary, Secured Debtholders, and Trustee shall have the right to defend against any such Indemnification Claims, employing attorneys therefor, and unless furnished with reasonable indemnity, they or any of them shall have the right to pay or compromise and adjust all such Indemnification Claims. Mortgagor will indemnify and hold harmless the Placement Agents pay to Beneficiary, Secured Debtholders and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against Trustee any and all lossessuch amounts as may be paid in respect thereof or as may be successfully adjudged against such persons. The obligations of Mortgagor as hereinabove set forth in this Section 4.6 shall survive the release termination, claims, damages, judgments, liabilities foreclosure or expenses, joint assignment of this Mortgage or several, any sale hereunder. (b) Mortgagor shall pay when due any judgments with respect to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of an Indemnification Claim against any litigation, if such settlement is effected with the written consent of the Offerors)Indemnified Persons and which are rendered by a final order or decree of a court of competent jurisdiction from which no further appeal may be taken or has been taken within the applicable appeal period. In the event that such payment is not made, insofar as any of the Indemnified Persons at its sole discretion may pay any such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available and look to the Placement Agents or the Purchaser by the OfferorsMortgagor for reimbursement pursuant to this Mortgage, or may proceed to file suit against Mortgagor to compel such payment. (bc) any omission Any amount which Mortgagor is obligated to pay to or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to for the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each benefit of an Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection Person with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made respect to an Indemnified Party within 30 days of a request for reimbursement Indemnification Claim, but which is not paid when due, shall bear interest at the Prime Rate applicable rate set forth under the Secured Debt Documents from the date of such requestamount is due until such amount is paid. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO LOSSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE SOLE, CONCURRENT OR COMPARATIVE NEGLIGENCE OR THE STRICT LIABILITY OF ANY SUCH INDEMNIFIED PERSON, BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH INDEMNIFIED PERSON. THE FOLLOWING SHALL APPLY TO THAT PORTION OF THE MORTGAGED PROPERTY LOCATED IN THE STATE OF NEW MEXICO: TO THE EXTENT THE FOREGOING INDEMNITY IS GOVERNED BY SECTION 56-7-1 NMSA (1978), SAID INDEMNITY SHALL NOT EXTEND TO LIABILITY, CLAIMS, DAMAGES, LOSSES OR EXPENSES, INCLUDING ATTORNEYS FEES, ARISING OUT OF (A) THE PREPARATION OR APPROVAL OF MAPS, DRAWINGS, OPINIONS, REPORTS, SURVEYS, CHANGE ORDERS, DESIGNS OR SPECIFICATIONS BY AN INDEMNIFIED PERSON, OR (B) THE GIVING OF OR THE FAILURE TO GIVE DIRECTIONS OR INSTRUCTIONS BY AN INDEMNIFIED PERSON WHERE SUCH GIVING OR FAILURE TO GIVE DIRECTIONS OR INSTRUCTIONS IS THE PRIMARY CAUSE OF BODILY INJURY TO PERSONS OR DAMAGE TO PROPERTY. TO THE EXTENT THE FOREGOING INDEMNITY IS GOVERNED BY SECTION 56-7-2 NMSA (1978), SAID INDEMNITY SHALL NOT EXTEND TO (A) THE SOLE OR CONCURRENT NEGLIGENCE OF AN INDEMNIFIED PERSON, (B) THE SOLE OR CONCURRENT NEGLIGENCE OF AN INDEPENDENT CONTRACTOR WHO IS DIRECTLY RESPONSIBLE TO AN INDEMNIFIED PERSON, OR (C) AN ACCIDENT THAT OCCURS IN OPERATIONS CARRIED ON, AT THE DIRECTION, OR UNDER THE SUPERVISION OF AN INDEMNIFIED PERSON OR IN ACCORDANCE WITH METHODS AND MEANS SPECIFIED BY AN INDEMNIFIED PERSON.

Indemnification Obligation. The Offerors Each Party (the “Indemnifying Party”) shall jointly and severally indemnify indemnify, defend and hold harmless the Placement Agents other Party and its Indemnified Persons (collectively, the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or severalLosses resulting from any Action brought by a Third Party against any Indemnified Party, to which the extent such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) Losses arise out of, from or are based upon, on a claim (“Claim”) of: (1) the negligence or relate towilful misconduct of the Indemnifying Party or any of its Indemnified Persons or Third Party sublicensees or subcontractors, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party case in connection with investigatingthe exercise of such Indemnifying Party’s rights, defendingor performance of such Party’s obligations, settlingunder this Agreement; (2) the Indemnifying Party’s or any of its Indemnified Persons’ or Third Party sublicensees’ or subcontractors’ failure to comply with or perform one or more of such Party’s or such Affiliate’s, compromising or paying any such lossas applicable, claim, damage, judgments, liability, expense or action described obligations in this Section 9.1. In addition to their other obligations under this Section 9Agreement, or the Offerors hereby agree thatbreach or inaccuracy of one or more of such Indemnifying Party’s or such Indemnified Persons’, as an interim measure during applicable, warranties in this Agreement; (3) the pendency Indemnifying Party’s or any of its Indemnified Persons’ or Third Party sublicensees’ or subcontractors’ making, using, selling, offering for sale, importation, distribution, disposition, or other exploitation of any claim, action, investigation, inquiry Development Program IP outside the Development Program; (4) the violation of Applicable Law by the Indemnifying Party or other proceeding arising out of, any of its Indemnified Persons or based upon, Third Party sublicensees or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred subcontractors in connection with investigating the exercise of such Indemnifying Party’s rights, or defending performance of such Party’s obligations, under this Agreement; (5) the performance of any Development or Manufacturing activities by the Indemnifying Party or any of its Indemnified Persons or Third Party sublicensees or subcontractors hereunder; or (6) in the case of ▇▇▇▇▇▇▇ as the Indemnifying Party, its Commercialization, promoting (including detailing), sales, and distribution of any Licensed Products by any employees or agents (including Sales Representatives) of ▇▇▇▇▇▇▇ or any of its Affiliates or Third Party sublicensees hereunder, including Claims relating to any Third Party Product Liability Action, except in each case (with respect to any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as Claims) to the propriety and enforceability extent such Losses arise directly from the negligence, illegal conduct or willful misconduct of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis or any of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an its Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestPersons.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association Bank, N.A. (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless 1. To the Placement Agents and fullest extent permitted by law, including the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either laws of the Placement Agents State of Delaware, the Company shall indemnify Indemnitee if Indemnitee was or the Purchaser within the meaning of Section 15 of the Securities Act is a party, or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or severalis threatened to be made a party, to which such Indemnified Party may become subject under the Securities Actany threatened, the Exchange Act pending or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any completed claim, action, investigationsuit or proceeding, inquiry whether civil, criminal, administrative or investigative (hereinafter referred to collectively as “Indemnified Proceeding”), by reason of the fact that Indemnitee is, was or has agreed to serve in any of the capacities set forth below, or by reason of any action alleged to have been taken or not taken in any such capacity. Such capacities (hereinafter referred to as “Indemnified Capacities”) are as follows: a. a director, officer, employee or agent of the Company; or, b. a director, officer, employee or agent of a wholly-owned subsidiary of the Company; or, c. so long as the Indemnitee is serving at the request of the Company, a director, officer, employee, agent or other proceeding arising out ofsimilar capacity (which, for purposes of this Agreement, shall include a trustee, partner, manager or similar capacity) of any other corporation, partnership, joint venture, trust, employee benefit plan, or based uponother enterprise in which the Company has an affiliation or interest; 2. To the fullest extent permitted by law, the indemnification provided by this Agreement shall be from and against all expenses, attorneys’ fees, costs, judgments, fines, penalties, amounts paid in settlement, and other liabilities which have been actually and reasonably incurred by Indemnitee or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred Indemnitee’s behalf in connection with investigating or defending any such claimIndemnified Proceeding, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination and any appeal therefrom (hereinafter referred to collectively as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each “Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime RateExpenses”). Any For the purpose of avoidance of doubt, the foregoing indemnification obligation is intended to include, but not be limited to, claims for monetary damages against Indemnitee in respect of an alleged breach of fiduciary duty to the fullest extent permitted under Section 102(b)(7) of the DGCL. 3. The Company further shall indemnify Indemnitee against any Indemnified Expenses, regardless of the nature of the proceedings in which the Indemnified Expenses were incurred, if such interim reimbursement payments which are not made Indemnified Expenses would have been covered under the directors and officers liability insurance policies secured by the Company to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at provide coverage to Indemnitee in effect on the Prime Rate from the effective date of this Agreement or any other such requestinsurance policies which become effective on any subsequent date. 4. In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy. The Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.

Indemnification Obligation. The Offerors shall jointly and severally Each party (as applicable, the "Indemnifying Party") will defend, indemnify and hold harmless the Placement Agents other party (the "Indemnified Party") and the Purchaser its Affiliates (and each of their respective agentsofficers, directors, employees, officers agents and directors and each person that controls either of representatives) to the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) fullest extent permitted by law from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or severalClaims and Liabilities arising out of any Claim, to which the extent such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of Claim is based on any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) following: 16.1.1 any untrue statement actual or alleged untrue statement breach of a material fact contained in any information (whether written the Indemnifying Party's representations or oral) warranties or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other its obligations under this Section 9Agreement; 16.1.2 any actual or alleged infringement of any intellectual property rights of any other Person by any items or materials provided by the Indemnifying Party under this Agreement; 16.1.3 in the case of AAI as the Indemnifying Party, the Offerors hereby agree thatmanufacture, distribution and use of the Products; the manufacture and use of the AAI Equipment; the application of the AAI Methods; the provision of the AAI Services; the training of the Qualified Sephora Cast Members; the referral by the Qualified Sephora Cast Members of clients to medical or dental doctors; the operation of the AAI Salons, AAI Host Stores and the Adjacent AAI Facilities; the Promotional Campaign; and the use of the Johns Hopkins Certification; 16.1.4 in the case of ▇▇▇▇o▇▇ ▇▇ the Indemnifying Party, the operation of the Sephora Retail Stores and the Website, the construction and operation of the AAI Centers and the Sephora Alliance Stores, the Promotional Campaign, or the offer, sale or return of the Products and any Third Party Products. In the event of a Claim arising from the actual or alleged contributory negligence of both the Indemnified Party and the Indemnifying Party, AAI and Sephora will share liability in proportion to their actual negligence, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper determined by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each No Indemnified Party shall promptly return such amounts will be entitled to indemnification for its own gross negligence or willful misconduct. In the event that the Indemnified Party is independently awarded its costs or any other sums in connection with any Claim against which it is entitled to indemnification pursuant to this Section 16.1, the Indemnifying Party's financial obligation to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date in respect of such requestClaim will be reduced by the amount of any sums actually paid to the Indemnified Party.

Indemnification Obligation. (a) The Offerors Company shall jointly indemnify Indemnitee in the event Indemnitee was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than 1 For purposes of this Agreement, the company’s senior officer roles are (1) all roles deemed to give rise to executive officer status for SEC reporting purposes and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either (2) any additional roles deemed to be a part of the Placement Agents Chief Executive Officer’s senior leadership team. an action by or in the Purchaser within the meaning of Section 15 right of the Securities Act or Section 20 Company) by reason of the Exchange Act, and agents, employees, officers and directors fact that Indemnitee is or any such controlling person of either was an officer of the Placement Agents Company, or is or was serving at the Purchaser request of the Company as an officer or director of another corporation, partnership, joint venture, trust or other enterprise, against expenses (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damagesincluding attorneys’ fees), judgments, liabilities or expensesfines, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including and amounts paid in settlement of any litigationactually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if such settlement is effected with Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the written consent best interests of the Offerors)Company, insofar as such lossesand, claimswith respect to any criminal action or proceedings, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available Indemnitee had no reasonable cause to believe the Placement Agents or the Purchaser by the Offerors, or conduct was criminal. (b) any omission The Company shall indemnify Indemnitee in the event Indemnitee was or alleged omission to state in any information (whether written is a party or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required is threatened to be stated therein made a party to any threatened, pending or necessary completed action or suit by or in the right of the Company to make procure a judgment in its favor by reason of the statements therein not misleadingfact that Indemnitee is or was an officer of the Company, or is or was serving at the request of the Company as an officer or director of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party Indemnitee in connection with investigating, defending, settling, compromising the defense or paying any settlement of such loss, claim, damage, judgments, liability, expense action or action described suit if Indemnitee acted in this good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. (c) No indemnification under Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency 1(a) or 1(b) shall be made in respect of any claim, action, investigation, inquiry issue or other proceeding arising out of, or based upon, or related matter as to which Indemnitee shall have been adjudged to be liable to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as Company unless and only to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis Chancery Court of the prime rate (State of Delaware or other commercial lending rate for borrowers the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the highest credit standing) announced from time case, Indemnitee is fairly and reasonably entitled to time by First Tennessee Bank National Association (indemnity for such expenses which the “Prime Rate”). Any Chancery Court of the State of Delaware or such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement other court shall bear interest at the Prime Rate from the date of such requestdeem proper.

Indemnification Obligation. The Offerors Each Party (the “Indemnifying Party”) shall jointly and severally indemnify and hold harmless the Placement Agents other Party and its Indemnified Persons (collectively, the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or severalLosses resulting from any Action brought by a Third Party against any Indemnified Party, to which the extent such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) Losses arise out of, from or are based upon, on a claim (“Claim”) of: (1) the negligence or relate towilful misconduct of the Indemnifying Party or any of its Indemnified Persons or Third Party sublicensees or subcontractors, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party case in connection with investigatingthe exercise of such Indemnifying Party’s rights, defendingor performance of such Party’s obligations, settlingunder this Agreement; (2) the Indemnifying Party’s or any of its Indemnified Persons’ or Third Party sublicensees’ or subcontractors’ failure to comply with or perform one or more of such Party’s or such Affiliate’s, compromising or paying any such lossas applicable, claim, damage, judgments, liability, expense or action described obligations in this Section 9.1. In addition to their other obligations under this Section 9Agreement, or the Offerors hereby agree thatbreach or inaccuracy of one or more of such Indemnifying Party’s or such Indemnified Persons’, as an interim measure during applicable, warranties in this Agreement; (3) the pendency Indemnifying Party’s or any of its Indemnified Persons’ or Third Party sublicensees’ or subcontractors’ making, using, selling, offering for sale, importation, distribution, disposition, or other exploitation of any claim, action, investigation, inquiry Development Program IP outside the Development Program; (4) the violation of Applicable Law by the Indemnifying Party or other proceeding arising out of, any of its Indemnified Persons or based upon, Third Party sublicensees or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred subcontractors in connection with investigating the exercise of such Indemnifying Party’s rights, or defending performance of such Party’s obligations, under this Agreement; (5) the performance of any such claimDevelopment activities by the Indemnifying Party or any of its Indemnified Persons or Third Party sublicensees or subcontractors hereunder; (6) in the case of ▇▇▇▇▇▇▇ as the Indemnifying Party, actionthe Commercialization, investigationManufacture, inquiry use, Promoting (including Detailing), sales, and distribution of any Licensed Products by any employees or other proceedingagents (including Sales Representatives) of ▇▇▇▇▇▇▇ or any of its Affiliates or Third Party sublicensees hereunder, notwithstanding the absence of a judicial determination as except in each case to the propriety extent resulting from any inaccuracies or omissions in any safety information or regulatory documentation that relates to the Licensed Product and enforceability was provided by Geron to, and reasonably relied upon by, ▇▇▇▇▇▇▇ or any of its Affiliates or any of its Indemnified Persons hereunder; (7) in the possibility that such payments might later be held case of Geron as the Indemnifying Party, the Promoting of any Licensed Products by any employees or agents (including Sales Representatives) of Geron pursuant to have been improper by a court any exercise of competent jurisdiction. To Geron’s Co-Promotion Option hereunder, except to the extent that resulting from any such interim reimbursement payment is so held to have been improperinaccuracies or omissions in any Approved Materials for Detailing Licensed Product, each Indemnified Party shall promptly return such amounts its Product Label and Insert, or safety information or regulatory documentation relating to the Offerors together Licensed Product that was provided by ▇▇▇▇▇▇▇ to, and reasonably relied upon by, Geron or any of its Indemnified Persons hereunder; or (8) in the case of Geron as the Indemnifying Party, infringement of any Existing Blocking Third Party Patent Right based upon or resulting from any Contemplated License Activities, unless and until such time as, with interestrespect to a given Existing Blocking Third Party Patent Right, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time an Unblocking License Agreement is entered into by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestGeron in accordance with Section 8.4.3.

Indemnification Obligation. The Offerors Without limiting the generality of the provisions of Section 6.10(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation shall jointly (and severally Parent shall cause the Surviving Corporation to) indemnify and hold harmless harmless, to the Placement Agents same extent such Persons are indemnified as of the date of this Agreement pursuant to the Organizational Documents of the Company and its Subsidiaries and the Purchaser and Existing Indemnification Agreements, each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) Person from and against any costs, fees and all expenses (including attorneys’ fees and investigation expenses), judgments, fines, penalties, losses, claims, damages, judgmentsliabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, liabilities whether civil, criminal, administrative or expensesinvestigative, joint or severalwhenever asserted, to which the extent that such Indemnified Party may become subject under the Securities ActLegal Proceeding arises, the Exchange Act directly or other federal or state statutory law or regulationindirectly, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based uponpertains, directly or indirectly, to, (i) the fact that an Indemnified Person is or was a director, officer, employee or agent of the Company or such Subsidiary or Affiliate; (ii) any action or omission, or relate toalleged action or omission, in whole such Indemnified Person’s capacity as a director, officer, employee or in part, (a) agent of the Company or any untrue statement of its Subsidiaries or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerorsother Affiliates, or (b) any omission taken at the request of the Company or alleged omission to state in any information (whether written such Subsidiary or oral) or documents executed in favor ofAffiliate, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party including in connection with investigatingserving at the request of the Company or such Subsidiary or Affiliate as a director, defendingofficer, settlingemployee, compromising agent, trustee or paying fiduciary of another Person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time; and (iii) the Transactions, as well as any actions taken by the Company, Parent or Merger Sub with respect thereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), except that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to this Section 6.10(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9Legal Proceeding, the Offerors hereby agree that, as an interim measure during the pendency Surviving Corporation shall advance reasonable fees and expenses (including fees and expenses of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related counsel) as incurred by an Indemnified Person in the defense of such Legal Proceeding; provided that the applicable Indemnified Person provides an undertaking to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on repay such advance if it is ultimately determined by a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence final non-appealable order of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdictionjurisdiction that an Indemnified Person is not entitled to indemnification under this Section 6.10(b) or otherwise. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts Notwithstanding anything to the Offerors together contrary in this Agreement, none of Parent, the Surviving Corporation nor any of their respective Affiliates from after the Effective Time will settle or otherwise compromise or consent to the entry of any judgment with interestrespect to any claim against the Company or Surviving Corporation in a Legal Proceeding to which an Indemnified Person is a party (and for which indemnification is sought by such Indemnified Person hereunder) unless such settlement, determined on compromise, consent or termination either (x) is a settlement in which the basis settlement consideration is limited to additional disclosures, or monetary damages (including attorneys’ fees) for which Indemnified Persons are not responsible, (y) includes a release of such Indemnified Person from all liability arising out of such Legal Proceeding or (z) is consented to by the prime rate (or other commercial lending rate for borrowers of Indemnified Persons that are parties to the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”)Legal Proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to such interim reimbursement payments Indemnified Person), the fees and expenses of which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at will be paid by the Prime Rate from the date of such requestSurviving Corporation.

Indemnification Obligation. The Offerors (a) Subject to the limitations set forth in Section 6.2, the Sellers (for the purposes of this Section 5.1(a) the "Seller Indemnifying Parties") shall jointly and severally indemnify and hold harmless the Placement Agents Company, the Buyer and their affiliates (collectively, the Purchaser and each "Buyer Indemnified Parties") in respect of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all claims, actions, causes of action, arbitrations, proceedings, losses, claims, damages, judgmentsliabilities and expenses (including, without limitation, settlement costs, reasonable attorneys' fees and any other out-of-pocket costs of investigation), incurred by the Buyer Indemnified Parties in connection with each and all of the following: (i) Any breach of any representation or warranty of the Sellers contained herein or in any instrument delivered at the Closing by the Sellers; (ii) Any breach of any covenant, agreement or obligation of the Sellers contained herein or in any instrument delivered at the Closing by the Sellers; and (iii) Any and all liabilities and obligations of the Company of any nature, whether known or expensesunknown, joint arising from or several, as a result of the operation of the Company's business prior to which such Indemnified Party may become subject under the Securities ActClosing. (b) The Buyer shall indemnify and hold harmless the Sellers and their affiliates (collectively, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including "Seller Indemnified Parties") in settlement respect of any litigationand all claims, if such settlement is effected with the written consent actions, causes of the Offerors)action, insofar as such arbitrations, proceedings, losses, claims, damages, judgments, liabilities or and expenses (or actions in respect thereof) arise out including, without limitation, settlement costs, reasonable attorneys' fees and any other out-of-pocket costs of investigation), or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser incurred by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Seller Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party Parties in connection with investigating, defending, settling, compromising or paying each and all of the following: (i) any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency breach of any claim, action, investigation, inquiry representation or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability warranty of the possibility that such payments might later be held to have been improper Buyer contained herein or in any instrument delivered at the Closing by a court the Buyer; (ii) any breach of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been impropercovenant, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis agreement or obligation of the prime rate Buyer contained herein or in any instrument delivered at the Closing by the Buyer; and (or other commercial lending rate for borrowers iii) all liabilities and obligations of the highest credit standing) announced Company of any nature, whether known or unknown, arising from time to time by First Tennessee Bank National Association (or as a result of the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days operation of a request for reimbursement shall bear interest at the Prime Rate from Company's business after the date of such requestClosing.

Indemnification Obligation. (a) The Offerors Company shall jointly and severally indemnify and hold harmless Indemnitee in the Placement Agents and event Indemnitee was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either right of the Placement Agents or the Purchaser within the meaning of Section 15 Company) by reason of the Securities Act fact that Indemnitee is or Section 20 was a director of the Exchange ActCompany, and agents, employees, officers and directors or any such controlling person of either is or was serving at the request of the Placement Agents Company as a director of another corporation, partnership, joint venture, trust or the Purchaser other enterprise, against expenses (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damagesincluding attorneys’ fees), judgments, liabilities or expensesfines, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including and amounts paid in settlement of any litigationactually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if such settlement is effected with Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the written consent best interests of the Offerors)Company, insofar as such lossesand, claimswith respect to any criminal action or proceedings, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available Indemnitee had no reasonable cause to believe the Placement Agents or the Purchaser by the Offerors, or conduct was criminal. (b) any omission The Company shall indemnify Indemnitee in the event Indemnitee was or alleged omission to state in any information (whether written is a party or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required is threatened to be stated therein made a party to any threatened, pending or necessary completed action or suit by or in the right of the Company to make procure a judgment in its favor by reason of the statements therein not misleadingfact that Indemnitee is or was a director of the Company, or is or was serving at the request of the Company as a director of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party Indemnitee in connection with investigating, defending, settling, compromising the defense or paying any settlement of such loss, claim, damage, judgments, liability, expense action or action described suit if Indemnitee acted in this good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. (c) No indemnification under Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency 1(a) or 1(b) shall be made in respect of any claim, action, investigation, inquiry issue or other proceeding arising out of, or based upon, or related matter as to which Indemnitee shall have been adjudged to be liable to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as Company unless and only to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis Chancery Court of the prime rate (State of Delaware or other commercial lending rate for borrowers the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the highest credit standing) announced from time case, Indemnitee is fairly and reasonably entitled to time by First Tennessee Bank National Association (indemnity for such expenses which the “Prime Rate”). Any Chancery Court of the State of Delaware or such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement other court shall bear interest at the Prime Rate from the date of such requestdeem proper.

Indemnification Obligation. The Offerors shall jointly Tenant, its successors in interest by merger, acquisition, consolidation or otherwise, assigns and severally indemnify guarantors, agree to indemnify, defend, reimburse and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Landlord Indemnified Party”) Parties from and against any and all Environmental Damages arising from activities of Tenant or its employees, agents, contractors, subcontractors, or guests, licensees, or invitees which (1) result in the presence of Hazardous Materials upon, about or beneath the Premises or migrating to or from the Premises, or (2) result in the violation of any Environmental Requirements pertaining to the Premises and the activities thereon. Tenant shall have no obligation to the Landlord Indemnified Parties for any claims, losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act cost or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement liabilities of any litigationkind or nature which do not arise from the acts or omissions of Tenant or its employees, if such settlement is effected with the written consent of the Offerors)agents, insofar as such contractors, subcontractors, guests, licensees or invitees, including claims, losses, claims, damages, costs or other liabilities which are the result of any conditions on the Property existing on the date Tenant takes occupancy of any portion of the Premises or any Hazardous Materials introduced on the Premises, Building or property on which the Building is located by Landlord, any party under Landlord's control, or any parties other than Tenant or its employees, agents, contractors, subcontractors, guests, licensees or invitees. Tenant's obligation shall include the burden and expense of the Landlord Indemnified Parties in defending all claims, suits and administrative proceedings, including reasonable attorneys' fees and expert witness and consulting fees, even if such claims, suits or proceedings are groundless, false or fraudulent, and conducting all negotiations of any description, and paying and discharging, when and as the same become due, any and all judgments, liabilities penalties or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleadingother sums due against Landlord Indemnified Parties, and shall reimburse each Indemnified Party for any legal and other expenses as all such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection enforcing the obligation to indemnify. Tenant, at its sole expense, may employ additional counsel of its choice to associate with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding counsel representing the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Landlord Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestParties.

Indemnification Obligation. The Offerors Each Party (the “Indemnifying Party”) shall jointly and severally defend, indemnify and hold harmless the Placement Agents other Party and its Indemnified Persons (collectively, the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, Losses to which such any Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement as a result of any litigation, if Action brought by a Third Party against such settlement is effected with Indemnified Party to the written consent of the Offerors), insofar as extent such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) Losses arise out of, of or are based upon, or relate to, in whole or in part, caused by: (a) the gross negligence or willful misconduct of the Indemnifying Party or any untrue statement or alleged untrue statement of a material fact contained its Indemnified Persons, in any information (whether written or oral) or documents executed each case in favor of, furnished or made available to connection with the Placement Agents or the Purchaser by the Offerorsexercise of such Indemnifying Party’s rights, or performance of such Indemnifying Party’s obligations, under this Agreement; (b) the Indemnifying Party’s breach of any omission of its representations and warranties, covenants, agreements or alleged omission to state in any information obligations under this Agreement; (whether written or oralc) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser violation of Applicable Law by the Offerors a material fact required to be stated therein Indemnifying Party or necessary to make the statements therein not misleading, and shall reimburse each any of its Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party Persons in connection with investigatingthe exercise of such Indemnifying Party’s rights, defendingor performance of such Indemnifying Party’s obligations, settlingunder this Agreement; (d) the Development or Manufacture of any Licensed Construct or Licensed Product under this Agreement by or on behalf of the Indemnifying Party, compromising or paying any of its Affiliates, Sublicensees or (sub)licensees, or any of its or their contractors; and (e) in the case of GSK as the Indemnifying Party, the Commercialization, of any Licensed Products by or on behalf of GSK or any of its Affiliates or its Sublicensees or any of its or their contractors; in each case ((a) through (e)), except to the extent that such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their Losses are covered by the other Party’s indemnification obligations under this Section 9, the Offerors hereby agree that11.1, as an interim measure during the pendency applicable. For clarity, for purposes of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.111.1, they in no event shall reimburse each Indemnified either Party (or any of its Affiliates or its or their respective Sublicensees, (sub)licensees or contractors) be deemed to be acting on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability behalf of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified other Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers any of the highest credit standing) announced from time to time by First Tennessee Bank National Association its Affiliates or its or their respective Sublicensees, (the “Prime Rate”sub)licensees or contractors). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association _____________ (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective its agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors Offerors, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association Wells Fargo (the “"Prime Rate”"). Any ▇▇y such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. (a) The Offerors shall jointly and severally Company will indemnify and hold harmless and advance expenses to Indemnitee in respect of acts or omissions occurring prior to such time Indemnitee ceases to be an officer and/or director of the Placement Agents Company to the fullest extent provided under the Company’s Certificate of Incorporation in effect on the date hereof (or, if it would entitle Indemnitee to broader indemnification or expense advancement rights, to the fullest extent provided in any amendment to such Certificate of Incorporation) and to the fullest extent permitted by applicable law, as such applicable law currently exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent such amendment or interpretation permits the Company to provide broader indemnification and/or expense advancement rights than were permitted prior thereto). (b) If Indemnitee should be assessed any tax liability by any domestic or foreign taxing authority as a result of the non-compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”, and the Purchaser tax liabilities, interest, and each other related costs and expenses incurred thereunder or in connection therewith, the “409A Liabilities”), of their respective agentsany option awards and/or amendments thereto (the “Option Awards”) made by the Company to Indemnitee prior to the date hereof, employeesthen the Company shall indemnify Indemnitee to the full extent of such 409A Liabilities; provided, officers and directors and each person however, that controls either the Company shall not indemnify Indemnitee for any portion of the Placement Agents 409A Liabilities to which the Indemnitee would otherwise have been subject had the Option Awards been compliant with Section 409A (the “Non-Covered Liabilities”). If the Company’s indemnification obligation under this Section 1(b) is satisfied by the Company’s reimbursement to Indemnitee in an amount equal to the 409A Liabilities (or the Purchaser within then applicable portion thereof), such reimbursement shall be paid by the meaning of Section 15 Company to the Indemnitee no later than ten business days after Indemnitee pays such 409A Liabilities (or the applicable portion thereof). If, subsequent to the Company’s payment or reimbursement of the Securities Act or Section 20 409A Liabilities, any portion of such liabilities shall become Non-Covered Liabilities, the Indemnitee shall immediately reimburse the Company for such Non-Covered Liabilities. For the avoidance of doubt, the 409A Liabilities shall be deemed to include, but are not limited to, any interest and penalties to which the Indemnitee may be subject as a result of the Exchange Act409A Liabilities, the reasonable fees and agentsexpenses of any accountants and/or attorneys engaged to assess any potential 409A Liabilities, employeesnegotiate the settlement thereof with applicable taxing authorities, officers and directors assist in the preparation of Indemnitee’s income tax returns or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against amendments thereto which include any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, 409A Liabilities and/or assist Indemnitee with his response to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate toincome tax audit that relates, in whole or in part, (a) to any untrue statement or alleged untrue statement tax year that includes any 409A Liabilities, and any additional income tax resulting from the Company’s indemnification of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available Indemnitee relating to the Placement Agents or the Purchaser by the Offerors409A Liabilities. (c) The Company shall indemnify Indemnitee against any and all expenses, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor ofincluding reasonable attorneys’ fees, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses that are reasonably incurred by such Indemnified Party Indemnitee in connection with investigatingany action brought by Indemnitee to enforce the terms of this Agreement and/or recovery under any directors’ and officers’ liability insurance policy maintained by the Company; but only in the event Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1as the case may be. In addition to their other obligations under this Section 9addition, the Offerors hereby agree thatCompany shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee provided Indemnitee provides the Company with an undertaking to repay such expenses if it is ultimately determined that Indemnitee is not entitled to such indemnification or insurance recovery, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestapplicable.

Indemnification Obligation. The Offerors Seller shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and Company, each of its Subsidiaries, the Buyer and their respective agentsaffiliates (collectively, employees, officers and directors and each person that controls either the "Indemnified Parties") in respect of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all claims, actions, causes of action, arbitrations, proceedings, losses, claims, damages, judgmentsliabilities and expenses (including, liabilities without limitation, settlement costs, attorneys' fees at such attorneys' customary hourly rates and any other expenses of investigating or expensesdefending any actions or threatened actions), joint whether or severalnot due and payable, to which incurred by the Indemnified Parties in connection with each and all of the following: (a) Any breach (whether as of the Closing Date or as of some other date set forth in any such Indemnified Party may become subject under representation or warranty) of any representation or warranty contained herein of the Securities ActSeller, or in any instrument delivered at the Closing by the Seller, the Exchange Act Company or other federal or state statutory law or regulation, or at common law or otherwise any Subsidiary; (including in settlement b) The breach of any litigationcovenant, if such settlement is effected with the written consent agreement or obligation of the Offerors)Seller, insofar contained in this Agreement or any other instrument contemplated by this Agreement; and (c) any and all liabilities and obligations of every nature and description of any of the Seller, the Company or any Subsidiary, known or unknown, arising from or as such losses, claims, damages, judgments, liabilities a result of the Company's or expenses (or actions in respect thereof) arise out ofany Subsidiary's operations prior to the Closing Date, or are based uponupon events, acts or relate toomissions of Seller, in whole the Company or in partany Subsidiary which occurred prior to such date. Notwithstanding anything else contained herein, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and Seller shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations have no liability under this Section 95, unless and until the Offerors hereby agree thataggregate of all Losses relating thereto exceeds $50,000 (the "Minimum Amount"), as in which event the Seller shall be liable for all Losses in excess of the Minimum Amount up to an interim measure during the pendency of any claimaggregate maximum amount for all claims made hereunder against Seller and all its affiliates, action, investigation, inquiry or other proceeding arising out of, or based upon, or related equal to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestPurchase Price.

Indemnification Obligation. The Offerors shall jointly and severally Each Seller (in such capacity, an “Indemnifying Party”) hereby agrees to indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser Buyers (each such person or entity, an “Indemnified Party”) severally and not jointly, in proportion to the number of the Purchased Shares each Indemnifying Party transferred to the Indemnified Parties, from and against any and all lossesclaims, claimsdemands, liabilities, costs, damages, judgmentsexpenses (including, liabilities without limitation, reasonable attorneys’ fees and expenses and reasonable costs of investigation), and causes of action of any nature whatsoever (a “Loss” and, collectively, “Losses”) arising from breach in any material respect of any representation, warranty (regardless of any due diligence, examinations, inspections, audits and other investigations a Buyer has heretofore made or expensesmay hereafter make, joint with respect to such representations and warranties), covenant, agreement or severalobligation made or to be performed by such Indemnifying Party hereunder or under the Ancillary Agreements to which it is a party; provided that Losses arising from a breach of the representations and warranties set forth in Sections 4.17, 4.22 and 4.23 shall be indemnified in their entirety solely by FSI. Each Seller acknowledges and agrees that, if there is any such breach relating to or affecting the Company or the Subsidiary, or the condition of the Company or the Subsidiary, then a Buyer itself shall be deemed, by virtue of its ownership of capital stock of the Company, to have incurred Losses, which shall be deemed to include, without limitation, such Indemnified Party may become subject under Buyer’s pro rata share of an amount equal to the Securities Act, difference between (i) the Exchange Act or other federal or state statutory law or regulationtotal net assets of the Company had such breach not occurred and (ii) the total net assets of the Company as decreased by, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out ofrelating to, or are based uponreflecting, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available such breach; provided that such difference shall be computed by an independent certified public accountant to the Placement Agents or the Purchaser be designated by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to mutual agreement between Indemnifying Party and the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestParty.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any written information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any written information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser Purchasers and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser Purchasers (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Indemnification Obligation. The Offerors Subject to the limitations set forth in this Article 10, Seller (the “Indemnitor”) shall jointly and severally indemnify indemnify, defend and hold harmless the Placement Agents Parent, Buyer and the Purchaser and each of their respective agentsRepresentatives (collectively, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified PartyIndemnitee”) from and against any and all losses, claims, damages, judgments, liabilities Damages (whether or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereofnot involving a third-party claim) arise arising out of, relating to or are based upon, or relate to, in whole or in part, resulting from: (a) any untrue statement or alleged untrue statement breach of a material fact representation or warranty of Seller contained in this Agreement or in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or other Transaction Document; (b) fraud or an intentional misrepresentation by Seller of any omission of their representations or alleged omission to state warranties in this Agreement, any Transaction Document, or in any information (whether written Schedule, Exhibit, certificate, financial statement, agreement or oral) other instrument delivered under or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigatingthis Agreement; (c) any breach of a covenant of Seller contained in this Agreement or in any other Transaction Document; (d) any Excluded Asset or Excluded Liability; (e) the ownership or operation of Seller prior to the Closing; (f) any claims or obligations (including without limitation, defendingclaims for personal injury, settlingdeath or property damage) relating to, compromising resulting from or paying in connection with any such lossproducts that are sold by Seller prior the Closing; (g) any judgment, claim, damage, judgments, liability, expense arbitral award or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred settlement in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence disputing shareholder of a judicial determination as Seller relating to the propriety and enforceability consummation of the possibility that such payments might later be held Transaction; (h) any and all Taxes (or the nonpayment thereof except to have been improper by a court of competent jurisdiction. To the extent that set forth on the Seller Disclosure Schedule) of Seller; (i) any such interim reimbursement payment is so held and all Taxes of any Person (other than Seller) imposed on Parent or Buyer which relate to have been improper, each Indemnified Party shall promptly return such amounts an event or transaction occurring before the Closing or in connection with the Closing (except to the Offerors together with interest, determined extent set forth on the basis Seller Disclosure Schedule) imposed on Buyer or Parent; (j) the approval of this Agreement by Seller and its Board of Directors and shareholders; (k) Seller’s approval, performance and obligations of and under the prime rate BSC Agreement; and/or (l) any noncompliance with applicable bulk sales or other commercial lending rate for borrowers of fraudulent transfer Legal Requirements in connection with the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestTransaction.

Indemnification Obligation. The Offerors shall jointly Without limiting the generality of Section 6.9(a), during the period commencing at the Effective Time and severally ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless harmless, to the Placement Agents and fullest extent permitted by applicable Law and, as applicable, pursuant to any indemnification agreements with the Purchaser and each Company or any of their respective agents, employees, officers and directors and each person that controls either its Subsidiaries in effect as of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActEffective Time, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) Person from and against any costs, fees and all expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, judgmentsliabilities and amounts paid in settlement or compromise in connection with any Legal Proceeding, liabilities whether civil, criminal, administrative or expenses, joint or severalinvestigative, to which the extent that such Indemnified Party may become subject under the Securities ActLegal Proceeding arises, the Exchange Act directly or other federal indirectly, out of or state statutory law pertains, directly or regulationindirectly, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (ai) the fact that an Indemnified Person is or was a director, officer or employee of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Company or its Subsidiaries; (ii) any untrue statement action or omission, or alleged untrue statement action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its Subsidiaries or other Affiliates or otherwise at the request of the Company or any of its Subsidiaries (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time); or (iii) the Merger, as well as any actions taken by the Company, Parent or Merger Sub with respect to the Merger (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries that is alleged to have rendered the Surviving Corporation or any of its Subsidiaries insolvent), including any Legal Proceeding relating in whole or in part to the enforcement of this Section 6.9 or any other indemnification or advancement right of any Indemnified Person. In addition, from the Effective Time until six years from the Effective Time, Parent will, and will cause the Surviving Corporation to, advance any expenses as incurred (including fees and expenses of legal counsel) of any Indemnified Person with respect to any Legal Proceeding of the type described in the foregoing sentence (including in connection with enforcing this Section 6.9) to the fullest extent permitted by applicable Law. Notwithstanding the foregoing, if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a material fact contained written notice asserting a claim for indemnification pursuant to this Section 6.9(b), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. Notwithstanding anything to the contrary in this Agreement, Parent, the Surviving Corporation and their respective Affiliates will cooperate with the applicable Indemnified Person in the defense of any information (whether written such matter and none of Parent, the Surviving Corporation or oral) any of their respective Affiliates will settle or documents executed in favor otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, furnished any Legal Proceeding for which indemnification may be sought by an Indemnified Person pursuant to this Agreement unless such settlement, compromise, consent or made available termination includes an unconditional release of all Indemnified Persons from all liability arising out of such Legal Proceeding (and no Indemnified Person will be liable to Parent, the Placement Agents Surviving Corporation or the Purchaser by the Offerors, their respective Affiliates for any settlement effected without his or (b) any omission or alleged omission to state in any information (whether her prior express written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact consent). Any determination required to be stated therein made with respect to whether the conduct of any Indemnified Person complies or necessary complied with any applicable standard will be made by independent legal counsel selected by the Surviving Corporation (which counsel will be reasonably acceptable to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9Person), the Offerors hereby agree that, as an interim measure during fees and expenses of which will be paid by the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such requestSurviving Corporation.

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “"Indemnified Party”") from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association Bank, N.A. (the “"Prime Rate”"). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement reimbursement, shall bear interest at the Prime Rate from the date of such request.. Center Bancorp, Inc./Placement Agreement/Floating Rate

Indemnification Obligation. The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser Purchasers and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser Purchasers (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser Purchasers by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.