Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. Promptly after receipt by a party indemnified pursuant to the provisions of Section 16.13(a) or (ab) The Indemnified Representative shall use his best efforts to notify promptly the Secretary of the Corporation notice of the commencement of any Proceeding action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim therefor is to be made against the indemnifying party pursuant to Section 16.13(a) or (b), notify the occurrence indemnifying party of any event which might give rise to a Liability under this Agreement, the commencement thereof; but the failure omission so to so notify the Corporation shall indemnifying party will not relieve the Corporation of it from any obligation liability which it may have to the Indemnified Representative an indemnified party otherwise than under this Agreement or otherwise. (b) The Corporation Section 16.13 and shall not relieve the indemnifying party from liability under this Section 16.13 unless such indemnifying party is prejudiced by such omission. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitledentitled to participate therein and, upon notice to the Indemnified Representativeextent that it may wish, jointly with any other indemnifying parties similarly notified, to assume the defense of any Proceeding thereof, with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matterindemnified party; provided, however, that if the defendants in any such action include both the event indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that a claim there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party or parties). Upon the permitted assumption by the indemnifying party of the defense of such action, and approval by the indemnified party of counsel, the indemnifying party shall not be liable to such indemnified party under Section 16.3(a) or Section 16.3(b) for indemnification against liabilities arising under any legal or other expenses subsequently incurred by such indemnified party in connection with the Securities Act of 1933 (the “Act”) defense thereof (other than reasonable costs of investigation) unless: (a) the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person indemnified party shall have employed separate counsel in connection with securities being registered under the Act, the Corporation will, unless in the opinion assertion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted legal defenses in accordance with the commercial arbitration rules then in effect proviso to the next preceding sentence; (b) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time; (c) the indemnifying party and its counsel do not actively and vigorously pursue the defense of such action; or (d) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom indemnifying party. No indemnifying party shall be selected liable to an indemnified party for any settlement of any action or claim without the consent of the indemnifying party, and no indemnifying party may unreasonably withhold its consent to any such settlement. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator claimant or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required plaintiff to be serving or to have served as a director or an executive officer such indemnified party of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to release from all of the rights of the Indemnified Representative to recover against any person liability with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rightsclaim or litigation.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party hereunder of the Corporation written notice of the commencement of any Proceeding action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 3, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the occurrence latter of the commencement of such action; provided, however, that the failure of any event which might indemnified party to give rise to a Liability under this Agreement, but the failure to so notify the Corporation notice as provided herein shall not relieve the Corporation indemnifying party of any obligation which obligations, to the extent the indemnifying party is not prejudiced thereby. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after such notice from the Indemnified Representative under this Agreement indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or otherwise. (b) The Corporation shall be entitledother expenses subsequently incurred by the latter in connection with the defense thereof, upon notice to other than reasonable costs of investigation, unless the Indemnified Representative, indemnifying party has failed to assume the defense of any Proceeding with such claim and to employ counsel reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to defense of a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation claim shall not be liable for the expenses (including attorneys’ fees and expenses) expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the Indemnified Representative incurred in connection with same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of such Proceeding subsequent any action brought against it if the indemnifying party fails to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed select counsel reasonably satisfactory to such Indemnified Representativethe indemnified party, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense expenses of such Proceedingdefense to be paid by the indemnifying party. The foregoing notwithstanding, the Indemnified Representative may elect No indemnifying party shall consent to retain counsel at the Indemnified Representative’s own cost and expense entry of any judgment or enter into any settlement with respect to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain a claim without the consent of the Indemnified Representative indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to the such indemnified party of a release from all liability in respect of such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any Proceeding such action the defense of which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid been assumed by an Indemnified Representative in settlement indemnifying party without the consent of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementindemnifying party, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ ' fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ ' fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s 's own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in PhiladelphiaCamp Hill, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “"Act”") (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia Cumberland County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ ' fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this Section 2.7 of the Corporation notice of the commencement of any Proceeding or the occurrence of any event action which might may give rise to a Liability claim for indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this AgreementSection 2.7, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved indemnifying party in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority writing of the Indemnified Representatives involved commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceedingclaim, and shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld. The foregoing notwithstandingNotwithstanding the foregoing, the Indemnified Representative may elect parties entitled to retain indemnification shall have the right to employ separate counsel at (reasonably satisfactory to the Indemnified Representative’s own cost and expense indemnifying party) to participate in the defense thereof, but the fees and expenses of such Proceeding. counsel shall be the expense of such indemnified parties unless the named parties to such action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (c) The Corporation in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of the indemnifying party, the indemnifying party shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning have the right to indemnification under this Agreement and any other dispute arising hereunderassume the defense of such action or proceeding on behalf of the indemnified parties, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; providedit being understood, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a directorindemnifying party shall not, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless any such action or proceeding or separate or substantially similar or related action or proceeding in the opinion same jurisdiction arising out of its the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel the matter has been settled by controlling precedentat any time for all indemnified parties, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed which counsel shall be designated in the Act and will be governed writing by the final adjudication Holders of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect a majority of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionShares). (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. If a Lonza Indemnitee or Omeros Indemnitee (athe “Indemnitee”) intends to claim indemnification under this Clause 9, it shall promptly notify the other Party (the “Indemnitor”) in writing of such alleged liability. The Indemnified Representative Indemnitor shall use his best efforts have the right to notify promptly control the Secretary defence thereof with counsel of its choice as long as such counsel is reasonably acceptable to Indemnitee; provided, however, that any Indemnitee shall have the Corporation of the commencement right to retain its own counsel at its own expense, for any reason, including if representation of any Proceeding Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party reasonably represented by such counsel in such proceeding and provided further that the occurrence Indemnitor may not admit to any unlawful act or infringement of a Third Party’s Intellectual Property by the Indemnitee or agree to any invalidity or unenforceability of an Indemnitee’s patent rights without the indemnitee’s written consent. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any event which might give rise to a Liability under liability covered by this Agreement, but the failure to so notify the Corporation Clause 9. The obligations of this Clause 9.6 shall not relieve the Corporation apply to amounts paid in settlement of any obligation which it may have to the Indemnified Representative under this Agreement claim, demand, action or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in other proceeding if such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) settlement is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain effected without the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementIndemnitor, which consent shall not be unreasonably withheld. (d) Except as set forth hereinwithheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any dispute concerning obligation to the right to indemnification Indemnitee under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the CorporationClause 9. It is expressly understood and agreed by the parties that a party only Lonza or Omeros may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment claim indemnity under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent Clause 9 (on its own behalf or on behalf of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liabilityits Indemnitees), and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as Indemnitees may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rightsnot directly claim indemnity hereunder.

Indemnification Procedure. (a) The Indemnified Representative shall use his best reasonable efforts to notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative Representatives involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ ' fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ ' fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives Representative if more than one (1) is involved, to assume the defense of such ProceedingProceeding or (iii) counsel for the Indemnified Representative shall have provided a written legal opinion that there may be a conflict of interest between such Indemnified Representative and other persons represented by legal counsel selected by the Corporation, in any of which events the Indemnified Representative shall be entitled to have the expenses of separate legal counsel paid by the Corporation. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s 's own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification or advancement of expenses under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in PhiladelphiaSacramento, PennsylvaniaCalifornia, or other location mutually agreed to, each party hereto expressly and conclusively waiving its its, his or his her right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “"Act”") (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first one (1) of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ ' fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon a payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated subjugated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments reasonably required and shall take such other reasonable actions (at the Corporation's expense) as may reasonably be necessary to secure such rights, rights including the execution of such documents as may reasonably be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this Section 9 of the Corporation notice of the commencement of any Proceeding or action, the occurrence of any event which might give rise indemnified party shall, if a claim in respect thereof is to a Liability be made against an indemnifying party under this AgreementSection 9, but notify such indemnifying party in writing of the commencement of that action; provided, however, that the failure to so notify the Corporation indemnifying party shall not relieve it from any liability which it may have under this Section 9 except to the Corporation extent it has been materially prejudiced by such failure (through the forfeiture of substantive rights or defenses); and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any obligation liability which it may have to the Indemnified Representative an indemnified party otherwise than under this Agreement or otherwise. (b) The Corporation Section 9. If any such action shall be entitledbrought against an indemnified party, upon notice and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the Indemnified Representativeextent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of any Proceeding such action with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding orindemnified party (which counsel shall not, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority except with the written consent of the Indemnified Representatives involved in indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding. Ifaction, in accordance with the foregoingexcept as provided herein, the Corporation defends the Proceeding, the Corporation indemnifying party shall not be liable to the indemnified party under Section 9 for any legal or other expenses subsequently incurred by the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred indemnified party in connection with the defense of such Proceeding subsequent action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to the required notice, unless (i) employ separate counsel in any such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost action and expense to participate in the defense of such Proceeding. action but the fees and expenses of such counsel (cother than reasonable costs of investigation) The Corporation shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 9(a) or the Agents in the case of a claim for indemnification under Section 9(b), (ii) such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not be required have the right to obtain assume the consent defense of (or, in the case of a failure to diligently defend the action after assumption of the Indemnified Representative defense, to the settlement continue to defend) such action on behalf of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement indemnified party and the settlement grants indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Representative a complete and unqualified release defense of such action; provided, however, that the indemnifying party shall not, in respect connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the potential Liability. The Corporation shall not same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (in addition to any local counsel), which firm shall be designated in writing by such Agent if the indemnified parties under this Section 9 consist of any Agent Indemnified Party or by the Company if the indemnified parties under this Section 9 consist of any Company Indemnified Parties. Subject to this Section 9(c), the amount paid payable by an Indemnified Representative indemnifying party under Section 9 shall include, but not be limited to, (i) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (ii) all amounts paid in settlement of any Proceeding that is of the foregoing. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section 9 (whether or not defended by the Corporationindemnified parties are actual or potential parties thereto), unless the Corporation has consented to such settlement, compromise or consent (i) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld. withheld or delayed), but if settled with its written consent, if its consent has been unreasonably withheld or delayed or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated herein effected without its written consent if (di) Except as set forth hereinsuch settlement is entered into more than 45 days after receipt by such indemnifying party of the request for reimbursement, any dispute concerning (ii) such indemnifying party shall have received notice of the right terms of such settlement at least 30 days prior to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, applicationsuch settlement being entered into, and enforcement, (iii) such indemnifying party shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each not have reimbursed such indemnified party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with such request prior to the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year date of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionsettlement. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under Section 9.1.3 above or Section 9.1.4 above of the Corporation notice of the commencement of any Proceeding or the occurrence action for which a claim for indemnification is to be made against Borrower, such indemnified party shall notify Borrower in writing of any event which might give rise to a Liability under this Agreementsuch commencement, but the failure omission to so notify the Corporation shall Borrower will not relieve the Corporation of Borrower from any obligation which liability that it may have to any indemnified party hereunder except to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall extent that failure to notify causes prejudice to Borrower. If any action is brought against any indemnified party, and it notifies Borrower of the commencement thereof, C Borrower will be entitled, upon notice jointly with any other indemnifying party, to participate therein and, to the Indemnified Representativeextent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense of any Proceeding thereof with counsel reasonably satisfactory to such indemnified party in its discretion. After notice from Borrower to such indemnified party under this Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Representative involved in such Proceeding ordefense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both Borrower and an indemnified party, and any indemnified party shall have reasonably concluded that there be more than one (1) Indemnified Representative involved are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceeding, to a majority action on behalf of the Indemnified Representatives involved in such Proceedingindemnified party or parties. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation Borrower shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, separate counsel unless there are legal defenses available to assume it that are different from or additional to those available to another indemnified party. Without the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the prior written consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, Lender (which consent shall not be unreasonably withheld. withheld or delayed), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but whether or not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each Borrower is an actual or potential party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; providedclaim, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, suit or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion Borrower shall have given Lender reasonable prior written notice thereof and shall have obtained an unconditional release of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication each indemnified party hereunder from all liability arising out of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitratorsclaim, the first of whom shall be selected by the Corporationaction, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence suit or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under Section 4.1 or 4.2 of this Agreement, such indemnified party shall use his best efforts give written notice to notify the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly the Secretary after receipt by an indemnified party hereunder of the Corporation written notice of the commencement of any Proceeding action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 4, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the occurrence latter of the commencement of such action; provided, however, that the failure of any event which might indemnified party to give rise to a Liability under this Agreement, but the failure to so notify the Corporation notice as provided herein shall not relieve the Corporation indemnifying party of any obligation which obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after such notice from the Indemnified Representative under this Agreement indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or otherwise. (b) The Corporation shall be entitled, upon notice to other expenses subsequently incurred by the Indemnified Representative, latter in connection with the defense thereof unless the indemnifying party has failed to assume the defense of any Proceeding with such claim and to employ counsel reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to defense of a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation claim shall not be liable for the expenses (including attorneys’ fees and expenses) expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the Indemnified Representative incurred in connection with same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of such Proceeding subsequent any action brought against it if the indemnifying party fails to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed select counsel reasonably satisfactory to such Indemnified Representativethe indemnified party, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense expenses of such Proceedingdefense to be paid by the indemnifying party. The foregoing notwithstanding, the Indemnified Representative may elect No indemnifying party shall consent to retain counsel at the Indemnified Representative’s own cost and expense entry of any judgment or enter into any settlement with respect to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain a claim without the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementindemnified party, which consent shall not be unreasonably withheld. (d) Except , or unless such judgment or settlement includes as set forth herein, any dispute concerning an unconditional term thereof the right giving by the claimant or plaintiff to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters such indemnified party of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination release from all liability with respect to such matter; providedclaim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter which has been settled assumed by controlling precedentan indemnifying party, submit to a court of competent jurisdiction without the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication consent of such issue. The arbitration indemnifying party, which consent shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator unreasonably withheld or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictiondelayed. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this Section 9 of the Corporation notice of the commencement of any Proceeding or action, the occurrence of any event which might give rise indemnified party shall, if a claim in respect thereof is to a Liability be made against an indemnifying party under this AgreementSection 9, but notify such indemnifying party in writing of the commencement of that action; provided, however, that the failure to so notify the Corporation indemnifying party shall not relieve it from any liability which it may have under this Section 9 except to the Corporation extent it has been materially prejudiced by such failure (through the forfeiture of substantive rights or defenses); and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any obligation liability which it may have to the Indemnified Representative an indemnified party otherwise than under this Agreement or otherwise. (b) The Corporation Section 9. If any such action shall be entitledbrought against an indemnified party, upon notice and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the Indemnified Representativeextent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of any Proceeding such action with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding orindemnified party (which counsel shall not, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority except with the written consent of the Indemnified Representatives involved in indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding. Ifaction, in accordance with the foregoingexcept as provided herein, the Corporation defends the Proceeding, the Corporation indemnifying party shall not be liable to the indemnified party under Section 9 for any legal or other expenses subsequently incurred by the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred indemnified party in connection with the defense of such Proceeding subsequent action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to the required notice, unless (i) employ separate counsel in any such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost action and expense to participate in the defense of such Proceeding. action but the fees and expenses of such counsel (cother than reasonable costs of investigation) The Corporation shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 9(a) or Clear Street in the case of a claim for indemnification under Section 9(b), (ii) such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not be required have the right to obtain assume the consent defense of (or, in the case of a failure to diligently defend the action after assumption of the Indemnified Representative defense, to the settlement continue to defend) such action on behalf of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement indemnified party and the settlement grants indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Representative a complete and unqualified release defense of such action; provided, however, that the indemnifying party shall not, in respect connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the potential Liability. The Corporation shall not same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (in addition to any local counsel), which firm shall be designated in writing by Clear Street if the indemnified parties under this Section 9 consist of any Clear Street Indemnified Party or by the Company if the indemnified parties under this Section 9 consist of any Company Indemnified Parties. Subject to this Section 9(c), the amount paid payable by an Indemnified Representative indemnifying party under Section 9 shall include, but not be limited to, (i) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (ii) all amounts paid in settlement of any Proceeding that is of the foregoing. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section 9 (whether or not defended by the Corporationindemnified parties are actual or potential parties thereto), unless the Corporation has consented to such settlement, compromise or consent (i) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld. withheld or delayed), but if settled with its written consent, if its consent has been unreasonably withheld or delayed or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated herein effected without its written consent if (di) Except as set forth hereinsuch settlement is entered into more than 45 days after receipt by such indemnifying party of the request for reimbursement, any dispute concerning (ii) such indemnifying party shall have received notice of the right terms of such settlement at least 30 days prior to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, applicationsuch settlement being entered into, and enforcement, (iii) such indemnifying party shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each not have reimbursed such indemnified party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with such request prior to the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year date of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionsettlement. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The party seeking indemnification under this Agreement (the "Indemnified Representative Party") shall use his best efforts to promptly notify promptly the Secretary party from which indemnification is being sought (the "Indemnifying Party") of the Corporation facts and circumstances upon which the Indemnified Party intends to base a claim for indemnification hereunder ("Indemnification Notices"). The Indemnification Notice shall in all events be considered prompt if given (a) no later than 30 days after the Indemnified Party learns of the commencement of any Proceeding facts upon which it will claim such indemnification or (b) if earlier, in sufficient time to allow the occurrence of any event which might give rise Indemnifying Party to a Liability under exercise its rights pursuant to this AgreementSection 9.03; ---- provided, but however, that the failure to provide such Notice of claims -------- ------- promptly (so notify long as a notice of claims is given before the Corporation date on which the applicable representation or warranty ceases to survive) shall not relieve affect the Corporation obligations of any obligation which it may have the Indemnifying Party hereunder except to the Indemnified Representative under this Agreement or otherwise. (b) extent the Indemnifying Party is prejudiced thereby. The Corporation Indemnifying Party shall be entitledhave the right, upon notice to the Indemnified Representativeat its own cost, to assume participate jointly in the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding orthird-party claim, if there be more than one (1) Indemnified Representative involved in such Proceedingdemand, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred lawsuit or other proceeding in connection with which the Indemnified Party has claimed indemnification hereunder, and may elect to take over the defense of such Proceeding subsequent claim within 10 days following notice thereof upon its written unconditional acknowledgment of its obligation to indemnify the required noticeIndemnified Party with respect to such claim; provided, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation however, that Stockholders shall not in fact have employed counsel reasonably satisfactory be permitted to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume take over the defense of any claim brought by any customer or supplier of the Business against any member of Buyers' Indemnified Group for which indemnification is available pursuant to this Article IX, and such Proceeding. The foregoing notwithstandingmember of Buyers' Indemnified Group shall defend such claim; provided, the further, that such member of Buyers' Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense Group shall not settle or otherwise dispose of such Proceeding. (c) The Corporation shall not be required to obtain claim without the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementStockholders, which consent shall not be unreasonably withheld. withheld or delayed. If the Indemnifying Party makes such an election, (dx) Except it shall keep the Indemnified Party informed as set forth hereinto the status of such matter and shall promptly send copies of all pleadings to the Indemnified Party, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination (y) with respect to any issue involved in such matterclaim, it shall have the sole right, with respect to claims or portions of claims seeking monetary damages only, to settle or otherwise dispose of such claim on such terms as it, in its sole discretion, shall deem appropriate; provided, however, that the consent of the Indemnified Party to the settlement or disposition shall be required if such settlement or disposition shall result in any liability to, equitable relief against or adverse business effect on the Indemnified Party, which consent shall not be unreasonably withheld or delayed, and (z) the Indemnified Party shall have the right to participate jointly in the event defense of such claim, but shall do so at its own cost not subject to reimbursement under Section 9.02. If the ---- Indemnifying Party does not elect to take over the defense of a third-party claim, the Indemnified Party shall have the right to contest, compromise or settle such claim in the exercise of its reasonable judgment; provided, however, that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person consent of the Corporation in the successful defense of Indemnifying Party to any action, suit, compromise or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication settlement of such issue. The arbitration claim shall be conducted required if such compromise or settlement shall result in accordance with any liability to the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitratorsIndemnifying Party, the first of whom which consent shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator unreasonably withheld or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictiondelayed. (eb) Upon payment under this Agreement to Notwithstanding the Indemnified Representative provisions of Section 9.03(a), ------- with respect to any Liabilitythird-party claim or demand that the Indemnifying Party is defending, the Corporation Indemnified Party shall be subrogated have the right to retain separate counsel to represent it and the extent Indemnifying Party shall pay the fees and expenses of such payment separate counsel if there are conflicts that make it reasonably necessary for separate counsel to all of the rights of represent the Indemnified Representative to recover against any person with respect to such Liability, Party and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rightsIndemnifying Party.

Indemnification Procedure. (a) The Indemnified Representative Within a reasonable time after obtaining knowledge thereof, a Person who may be entitled to indemnification hereunder (the "Indemnitee") shall use his best efforts promptly give the Party who may be obligated to notify promptly provide such indemnification (the Secretary of the Corporation of the commencement "Indemnitor") written notice of any Proceeding Liability which the Indemnitee has determined has given or the occurrence of any event which might could give rise to a Liability under this Agreementclaim for indemnification hereunder (a "Notice of Claim"); provided, but the however, no failure to so notify the Corporation or delay in giving any such Notice of Claim shall not relieve the Corporation Indemnitor of any obligation which it may have its obligations except, and only to the Indemnified Representative extent, that it is prejudiced thereby. A Notice of Claim shall specify in reasonable detail the nature and all known particulars related to a Liability. The Indemnitor shall perform its indemnification obligations in respect of a Liability described in a Notice of Claim under this Agreement Sections 10.2 or otherwise10.3 hereof, as the case may be, within 30 days after the Indemnitor shall have received such Notice of Claim. (b) The Corporation Indemnitor shall be entitledinform the Indemnitee promptly after the Indemnitor has made a good faith determination, upon notice based on the facts alleged in such Notice of Claim or which have otherwise become known to the Indemnified RepresentativeIndemnitor, either that the Indemnitor acknowledges that it has an indemnification obligation hereunder in respect of such Liability or that the Indemnitor has made a good faith determination that it has no indemnification obligation hereunder in respect of such Liability. If the Indemnitor fails to perform its obligations under this Section 10.4, or if the Indemnitor shall have informed the Indemnitee in writing in that the Indemnitor does not have an indemnification obligation hereunder in respect of such Liability, then the Indemnitee shall have the right, but not the obligation, to assume take the defense of any Proceeding with counsel reasonably satisfactory actions which the Indemnitor would have had the right to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred take in connection with the defense performance of such Proceeding subsequent obligations and, if the Indemnitee is entitled to indemnification hereunder in respect of the required noticeevent or circumstance as to which the Indemnitee takes such actions, unless (i) such then the Indemnitor shall, in addition to indemnifying Indemnitee for the Liability, indemnify the Indemnitee for all of the legal, accounting and other costs, fees and expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not reasonably and actually incurred in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceedingconnection therewith. (c) The Corporation Indemnitor shall not be required have the right and obligation, in good faith and at its own cost and expense, to obtain the consent of the Indemnified Representative cure, remediate, mitigate, remedy or otherwise handle any event or circumstance which gives rise to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release Liability in respect of which a Notice of Claim has been given (including events and circumstances which can be cured, remediated, mitigated or remedied through the potential expenditure of money and events and circumstances which give rise to a Liability which can be measured in terms of money), regardless of the nature of such Liability. Such right and obligation shall include, without limitation, (i) the right to investigate any such event or circumstance, and (ii) the right to defend, contest or otherwise oppose any third party claim, demand, suit, action or proceeding related to such event or circumstance with legal counsel selected by it. The Corporation exercise of such right and performance of such obligation shall not be liable for constitute an admission or agreement by Indemnitor that it has an indemnification obligation hereunder in respect of such Liability. If the Indemnitor proposes to settle or compromise any amount paid by an Indemnified Representative such third party action, demand, claim, suit or proceeding, the Indemnitor shall give written notice to that effect (together with a statement in reasonable detail of the terms and conditions of such settlement of any Proceeding that is not defended by or compromise) to the Corporation, unless the Corporation has consented Indemnitee a reasonable time prior to effecting such settlement, which consent shall not be unreasonably withheldsettlement or compromise. (d) Except The Indemnitee shall have the right, but not the obligation, to participate, at its own cost and expense, in the defense, contest or other opposition of any such third party claim, demand, suit, action or proceeding through legal counsel selected by it and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims which it may have. So long as set forth hereinthe Indemnitor is in good faith performing its obligations under this Section 10.4, the Indemnitee shall (i) at Indemnitor's cost and expense, cooperate in all reasonable ways with, make its and its Affiliates' relevant files and records available for inspection and copying by, make its and its Affiliates' employees reasonably available to and otherwise render reasonable assistance to the Indemnitor upon request and (ii) not compromise or settle any dispute concerning such claim, demand, suit, action or proceeding without the prior written consent of the Indemnitor. The Indemnitee shall have the right (i) to indemnification under this Agreement object to the settlement or compromise of any such third party action, demand, claim, suit or proceeding whereupon if such settlement is solely a cash settlement (A) the Indemnitee will assume the defense, contest or other opposition of any such third party action, demand, claim, suit or proceeding for its own account and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, as if it were the Indemnitor and enforcement, (B) the Indemnitor shall be determined exclusively released from any and all liability with respect to any such third party action, demand, claim, suit or proceeding to the extent that such liability exceeds the liability which the Indemnitor would have had in respect of such a settlement or compromise, or (ii) to assume, at any time by giving written notice to that effect to the Indemnitor, the cure, mitigation, remediation, remedy or other handling of such event or circumstance and through final the defense, contest or other opposition of any such third party action, demand, claim, suit or proceeding for its own account whereupon the Indemnitor shall be released from any and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination all liability with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any circumstance and such third party action, suitdemand, claim, suit or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to After the Indemnified Representative with respect to any LiabilityClosing, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and each Party shall take such other all commercially reasonable actions as which may be necessary to secure such rightsenable the other Party to exercise its rights and perform its obligations under this Section 10.4. (f) Notwithstanding anything contained herein to the contrary, including the execution each Party shall use, and shall cause its Affiliates to use, commercially reasonable efforts to mitigate any and all damages, losses, liabilities, costs and expenses in respect of such documents as which it may be necessary for the Corporation entitled to bring suit to enforce such rightsindemnification hereunder.

Indemnification Procedure. A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (acollectively, the “Indemnitee”) The Indemnified Representative intends to claim indemnification under this Article 12, the Indemnitee shall use his best efforts notify the Party subject to notify promptly the Secretary of indemnification obligation (the Corporation of the commencement “Indemnitor”) in writing no later than [***] days after becoming aware of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreementclaim that may be an Indemnification Claim (it being understood and agreed, but however, that the failure by an Indemnitee to so notify the Corporation give such notice shall not relieve the Corporation Indemnitor of any its indemnification obligation which it may have under this Agreement except and only to the Indemnified Representative extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority scope or enforceability of the Indemnified Representatives involved in such Proceeding. IfBMS Patents Rights or BMS Know-How), in accordance with without the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the prior written consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementIndemnitee, which consent consent, in each case, shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning delayed or conditioned if the right settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to indemnification the Indemnitor all pertinent information under this Agreement and any other dispute arising hereunderthe control of the Indemnitee, including but not limited to matters of validity, interpretation, application, and enforcement, which information shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right subject to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionArticle 11. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (aPromptly after receipt by an indemnified party under Section 12(c) The Indemnified Representative shall use his best efforts to notify promptly the Secretary of the Corporation notice of the commencement of any Proceeding or the occurrence action for which a claim for indemnification is to be made against Borrower, such indemnified party shall notify Borrower in writing of any event which might give rise to a Liability under this Agreementsuch commencement, but the failure omission to so notify the Corporation shall Borrower will not relieve the Corporation of Borrower from any obligation which liability that it may have to any indemnified party hereunder except to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall extent that failure to notify causes prejudice to Borrower. If any action is brought against any indemnified party, and it notifies Borrower of the commencement thereof, Borrower will be entitled, upon notice jointly with any other indemnifying party, to participate therein and, to the Indemnified Representativeextent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense of any Proceeding thereof with counsel reasonably satisfactory to such indemnified party in its discretion. After notice from Borrower to such indemnified party under this Section 27(e), Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Representative involved in such Proceeding ordefense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both Borrower and an indemnified party, and any indemnified party shall have reasonably concluded that there be more than one (1) Indemnified Representative involved are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceeding, to a majority action on behalf of the Indemnified Representatives involved in such Proceedingindemnified party or parties. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation Borrower shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, separate counsel unless there are legal defenses available to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect it that are different from or additional to retain counsel at the Indemnified Representative’s own cost and expense those available to participate in the defense of such Proceedinganother indemnified party. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. In any case under this Agreement where one party has indemnified the other against any Claim or legal action, indemnification shall be conditioned on compliance with the procedure outlined below: (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Provided that prompt notice is given of the Corporation of the commencement of any Proceeding a Claim or the occurrence of any event suit for which indemnification might give rise to a Liability under this Agreementbe claimed, but unless the failure to so notify provide such notice does not actually and materially prejudice the Corporation interests of the party to whom such notice is to be provided, the indemnifying party promptly will defend, contest, or otherwise protect against any such Claim or suit at its own cost and expense. Such notice shall not relieve describe the Corporation Claim or suit in reasonable detail and shall indicate the amount (estimated, if necessary) of any obligation which it the loss that has been or may have to be suffered by the Indemnified Representative under this Agreement or otherwiseindemnified party. (b) The Corporation indemnified party may, but will not be obligated to, participate at its own expense in a defense thereof by counsel of its own choosing, but the indemnifying party shall be entitled, upon notice entitled to control the defense unless the indemnified party has relieved the indemnifying party from liability with respect to the Indemnified Representativeparticular matter, provided that the indemnifying party may only settle or compromise the matter subject to assume indemnification without the consent of the indemnified party if such settlement includes a complete release of all indemnified parties as to the matters in dispute and provided further that the indemnified party will not unreasonably withhold consent to any settlement or compromise that requires its consent. (c) In the event the indemnifying party fails to timely defend, contest or otherwise protect against any such Claim or suit, the indemnified party may, but will not be obligated to, defend, contest or otherwise protect against the same, and make any compromise or settlement thereof and recover the entire costs thereof from the indemnifying party, including reasonable attorneys’ fees, disbursements and all amounts paid as a result of such Claim or suit or the compromise or settlement thereof; provided, however, that if the indemnifying party undertakes the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoingmatter, the Corporation defends the Proceeding, the Corporation indemnified party shall not be liable entitled to recover from the indemnifying party for its costs incurred in the expenses defense thereof other than the reasonable costs of investigation undertaken by the indemnified party and reasonable costs of providing assistance. (including attorneys’ fees d) The indemnified party shall cooperate and expenses) of provide such assistance as the Indemnified Representative incurred indemnifying party may reasonably request in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right matter subject to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under recovering from any third parties amounts that the Actindemnifying party may pay or be CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, the Corporation willM▇▇▇▇▇▇▇, unless in the opinion ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES required to pay by way of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issuehereunder. The arbitration indemnified party shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required take commercially reasonable steps to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative protect its position with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as matter that may be necessary to secure such rights, including the execution subject of such documents indemnification hereunder in the same manner as may be necessary for the Corporation to bring suit to enforce such rightsit would any similar matter where no indemnification is available.

Indemnification Procedure. (a) The Indemnified Representative shall use his best reasonable efforts to notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative Representatives involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ ' fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ ' fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives Representative if more than one (1) is involved, to assume the defense of such ProceedingProceeding or (iii) counsel for the Indemnified Representative shall have provided a written legal opinion that there may be a conflict of interest between such Indemnified Representative and other persons represented by legal counsel selected by the Corporation, in any of which events the Indemnified Representative shall be entitled to have the expenses of separate legal counsel paid by the Corporation. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s 's own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification or advancement of expenses under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect provisions of Section 21 of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse Employment Agreement between the Indemnified Representative for and the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent Corporation entered into as of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim orDecember 1, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction1996. (e) Upon a payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated subjugated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments reasonably required and shall take such other reasonable actions (at the Corporations's expense) as may reasonably be necessary to secure such rights, rights including the execution of such documents as may reasonably be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. 12.1 A party that may be entitled to indemnification pursuant to Section 10 or 11 (the "Indemnitee") shall promptly give written notice (a "Notice of Claim") to the party liable for such indemnification (the "Indemnitor"). A Notice of Claim shall set forth (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary a description, in reasonable detail, of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have facts and circumstances with respect to the Indemnified Representative under this Agreement subject matter of such claim or otherwise. potential claim for indemnification, and (b) The Corporation the anticipated total amount of the indemnification claim (including any costs or expenses which have been or may be reasonably incurred in connection therewith). Upon receipt of a Notice of Claim, the Indemnitor may elect to cure the circumstances giving rise to the indemnification claim (the "Event of Loss") within thirty (30) days after the date of receipt of the Notice of Claim. If such cure cannot be effected within such 30-day period, payment of the amount of actual damage, loss, cost, expense or liability (including reasonable attorneys' fees) (collectively, "Damages") due to the Indemnitee as set forth in the Notice of Claim shall be entitledmade by Indemnitor no later than the thirtieth (30th) day after the date of the Notice of Claim (or such later date as the Indemnitor receives written notice that the Indemnitee has suffered Damages). The Indemnitee's failure to give prompt notice or to provide copies of documents or to furnish relevant data shall not constitute a defense (in whole or in part) to any claim by the Indemnitee against the Indemnitor for indemnification, upon except and only to the extent that such failure shall have caused or increased such liability or adversely affected the ability of the Indemnitor to defend against or reduce its liability. 12.2 If the Indemnitor shall reject any Damages as to which a Notice of Claim is sent by the Indemnitee, the Indemnitor shall give written notice of such rejection to the Indemnitee within thirty (30) days after the date of receipt of the Notice of Claim. 12.3 If any Notice of Claim relates to any claim made against an Indemnitee by a third person, the Notice of Claim shall state the nature, basis and amount of such claim. The Indemnitor shall have the right, at its election, by written notice to the Indemnified RepresentativeIndemnitee, to assume the defense of any Proceeding with counsel reasonably satisfactory the claim as to which such notice has been given. Except as provided in the Indemnified Representative involved in such Proceeding ornext sentence, if there be more than one (1) Indemnified Representative involved the Indemnitor so elects to assume such defense, it shall diligently and in good faith defend such Proceeding, to a majority claim and shall keep the Indemnitee reasonably informed of the Indemnified Representatives involved in status of such Proceeding. Ifdefense, in accordance and the Indemnitee shall cooperate fully with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred Indemnitor in connection with the defense of such Proceeding subsequent claim, provided that in the case of any settlement providing for remedies other than monetary damages for which indemnification is provided, the Indemnitee shall have the right to approve the required noticesettlement, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation which approval shall not be unreasonably withheld or delayed. If the Indemnitor does not so elect to defend any claim as aforesaid or shall fail to defend any claim diligently and in fact have employed counsel reasonably satisfactory to such Indemnified Representativegood faith (after having so elected), or to the majority of Indemnified Representatives if more than one (1) is involved, to Indemnitee may assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative claim and take such other action as it may elect to retain counsel at defend or settle such claim as it may determine in its reasonable discretion, provided that the Indemnified Representative’s own cost and expense Indemnitor shall have the right to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of approve any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall approval will not be unreasonably withheldwithheld or delayed. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under Section 10.1.3 or 10.1.4 of the Corporation notice of the commencement of any Proceeding action for which a claim for indemnification is to be made against Owner or the occurrence Borrower, such indemnified party shall notify Borrower in writing of any event which might give rise to a Liability under this Agreementsuch commencement, but the failure omission to so notify the Corporation shall Owner and Borrower will not relieve the Corporation of Owner or Borrower from any obligation which liability that it may have to any indemnified party hereunder except to the Indemnified Representative under this Agreement extent that failure to notify causes prejudice to Owner or otherwise. (b) The Corporation shall Borrower. In the event that any action is brought against any indemnified party, and it notifies Owner and Borrower of the commencement thereof, Owner and Borrower will be entitled, upon notice jointly with any other indemnifying party, to participate therein and, to the Indemnified Representativeextent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense of any Proceeding thereof with counsel reasonably satisfactory to the Indemnified Representative involved such indemnified party in its sole discretion. After notice from Owner and Borrower to such Proceeding orindemnified party under this Section 10.1.5, if there neither Owner nor Borrower shall be more than one (1) Indemnified Representative involved in responsible for any legal or other expenses subsequently incurred by such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such Proceeding subsequent action include both Owner and Borrower and an indemnified party, and any indemnified party shall have reasonably concluded that there are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to Owner and Borrower, then the required notice, unless (i) indemnified party or parties shall have the right to select separate counsel to assert such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory legal defenses and to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to otherwise participate in the defense of such Proceeding. (c) The Corporation action on behalf of such indemnified party or parties. Owner and Borrower shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting of more than one separate counsel unless there are legal defenses available to it that are different from or defending such arbitration additional to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, those available to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionanother indemnified party. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under Sections 4.1 or 4.2 of this Agreement, such indemnified party shall use his best efforts give written notice to notify the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly the Secretary after receipt by an indemnified party hereunder of the Corporation written notice of the commencement of any Proceeding action or proceeding with respect to which a claim for indemnification may be made pursuant to Sections 4.1 or 4.2 hereof, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the occurrence latter of the commencement of such action; provided, however, that the failure of any event which might indemnified party to give rise to a Liability under this Agreement, but the failure to so notify the Corporation notice as provided herein shall not relieve the Corporation indemnifying party of any obligation which obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after such notice from the Indemnified Representative under this Agreement indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or otherwise. (b) The Corporation shall be entitled, upon notice to other expenses subsequently incurred by the Indemnified Representative, latter in connection with the defense thereof unless the indemnifying party has failed to assume the defense of any Proceeding with such claim and to employ counsel reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to defense of a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation claim shall not be liable for the expenses (including attorneys’ fees and expensesexpenses of more than one counsel (which may comprise multiple attorneys) in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the Indemnified Representative incurred in connection with same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of such Proceeding subsequent any action brought against it if the indemnifying party fails to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed select counsel reasonably satisfactory to such Indemnified Representativethe indemnified party, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense expenses of such Proceedingdefense to be paid by the indemnifying party. The foregoing notwithstanding, the Indemnified Representative may elect No indemnifying party shall consent to retain counsel at the Indemnified Representative’s own cost and expense entry of any judgment or enter into any settlement with respect to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain a claim without the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementindemnified party, which consent shall not be unreasonably withheld. (d) Except , or unless such judgment or settlement includes as set forth herein, any dispute concerning an unconditional term thereof the right giving by the claimant or plaintiff to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters such indemnified party of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination release from all liability with respect to such matterclaim. An indemnified party may consent to entry of any judgment or enter into any settlement of any such action, the defense of which has been assumed by an indemnifying party, which judgment or settlement such indemnified party determines to be reasonable in its good faith judgment, without the consent of such indemnifying party; provided, however, that in the event that a claim for indemnification against liabilities arising under indemnified party shall provide reasonable notice to the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication indemnifying party of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator judgment or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionsettlement. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. Within a reasonable period of time after receipt by Acquiror of its first notice of any Loss in respect of which Acquiror will seek indemnification under Subparagraph 9(c)(i) above, but in no event later than ten (a10) The Indemnified Representative shall use his best efforts business days prior to notify promptly the Secretary expiration of any required response period, or, if the required response period is less than ten (10) business days, immediately upon receipt by Acquiror of its first notice of the Corporation Loss in respect of which indemnification is sought: (1) Acquiror shall notify Post-Closing Contributor thereof in writing, and, subject to the commencement other provisions of this Subparagraph 9(c)(ii), any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation Post-Closing Contributor shall not relieve the Corporation of Post-Closing Contributor from any obligation which liability for indemnification that it may have to Acquiror (but such relief shall apply only to the Indemnified Representative under this alleged Loss about which Acquiror fails to timely notify Post-Closing Contributor); provided, however, that as long as JB is employed pursuant to the Employment Agreement (or otherwise. pursuant to any other written agreement between JB and Acquiror or any of its Affiliates), receipt of notice of a Loss in Acquiror's New York office (bin which JB is employed by Acquiror [or any of its Affiliates] in a management position) The Corporation shall be entitled, upon constitute notice to Post-Closing Contributor of that Loss; and (2) Acquiror shall consult and cooperate with Post-Closing Contributor as to the Indemnified Representative, proper course of action to assume be taken and shall not take any action that may result in the defense acknowledgement of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved liability of Acquiror or may result in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority settlement or compromise of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required noticeany claim against Acquiror, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementAcquiror obtains Post-Closing Contributor's prior written consent, which consent shall not be unreasonably withheld. (d) Except as set forth herein. Notwithstanding the foregoing, any dispute concerning failure by Acquiror to notify Post-Closing Contributor within such 10 business day period (or less, as the right case may be) shall not, to the extent that Acquiror can establish that Post-Closing Contributor has not been materially prejudiced by such delay, relieve Post-Closing Contributor of any or all of its indemnification obligations under this Agreement Paragraph 9; and any other dispute arising hereunder, including but not limited to matters reasonable additional costs or expenses actually incurred by Post-Closing Contributor as a result of validity, interpretation, application, and enforcement, such delay shall be determined exclusively borne by Acquiror and through shall be paid by Acquiror within thirty (30) days after Acquiror's receipt of an invoice describing, in reasonable detail, such costs or expenses. Post-Closing Contributor shall have final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its approval over any settlement or his right material decisions concerning any Losses. Post-Closing Contributor shall be entitled to proceed to a judicial determination with respect to such matter; provided, however, that select counsel in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or administrative proceeding, and in any other actions that may result in Losses for which a claim for indemnity may be made under Subparagraph 9(c)(i) is asserted above (collectively, "ACTION") and to assume control of the defense of such Action. Acquiror shall have the right to approve of the selection of counsel and if it chooses to exercise this right, such approval shall not be unreasonably withheld. After written notice by a directorPost-Closing Contributor to Acquiror of its election to assume control of the defense of such Action, officerand provided that Post-Closing Contributor does, or controlling person in fact, defend such Action, Post-Closing Contributor shall not be liable to Acquiror hereunder for any legal expenses subsequently incurred by Acquiror in connection with securities being registered under the Actdefense of that particular Action, including any appeals. Post-Closing Contributor shall regularly apprise Acquiror, in reasonable detail, of the status of any Action for which Post-Closing Contributor assumes the defense. If Post-Closing Contributor assumes control of the defense and selects counsel, and if counsel chosen by Post-Closing Contributor has or develops a conflict of interest and is unable to continue its representation, the Corporation will, unless in the opinion reasonable fees and expenses of its Acquiror's counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) thereafter incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if notshall, to the extent that Acquiror can show that it has, or reasonably could have, been materially prejudiced by such expenses are determined delay, be at the expense of Post-Closing Contributor, provided that no substitute for Post-Closing Contributor's original counsel is engaged by the arbitrators to be allocable Post-Closing Contributor within a reasonable period of time (subject to the Corporationright of Acquiror to approve selection of counsel, which consent shall not be unreasonably withheld). It is expressly understood and agreed by If Post-Closing Contributor does not assume control of the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent defense of such payment Action within the longer of (A) ten (10) business days after the first notice of such Losses to all of Post-Closing Contributor or (B) the rights of the Indemnified Representative time to recover against any person with respect respond to such Liabilityaction or proceeding (inclusive of extensions of time to respond), and but in no event more than 45 days from the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution date of receipt of such documents first notice, Acquiror (within 30 days after Acquiror's delivery of a written demand therefore) shall control the defense in such manner as may be necessary it deems appropriate and Post-Closing Contributor shall reimburse Acquiror for the Corporation to bring suit to enforce all reasonable costs and expenses in connection with such rightsdefense.

Indemnification Procedure. 4.3.1 Promptly upon the receipt of notice of any third-party (ai.e., one who is not a party to this Agreement) The Indemnified Representative Claim, judicial or otherwise, with respect to any matter as to which indemnification may be claimed under this Article 4, the indemnified party shall use his best efforts give written notice thereof to notify promptly the Secretary indemnifying party together with such information respecting such matter as the indemnifying party shall then have; provided however, that the failure of the Corporation of the commencement of any Proceeding or the occurrence of any event which might indemnified party to give rise to a Liability under this Agreement, but the failure to so notify the Corporation notice as provided herein shall not relieve the Corporation indemnifying party of any obligation which obligations, to the extent the indemnifying party is not materially prejudiced thereby. If indemnification is sought with respect to a third-party Claim asserted or brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party. After such notice from the Indemnified Representative under this Agreement indemnifying party to such indemnified party of its election to so assume the defense of such a third-party Claim, the indemnifying party shall not be liable to such indemnified party for any legal or otherwise. (b) The Corporation shall be entitledother expenses subsequently incurred by the latter in connection with the defense thereof, upon notice other than reasonable and necessary costs of investigation, unless the indemnifying party has failed to assume and diligently prosecute the Indemnified Representative, defense of such third-party Claim and to employ counsel reasonably satisfactory to such indemnified Person. An indemnifying party who elects not to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation third-party Claim shall not be liable for the expenses (including attorneys’ fees and expenses) expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such Claim or with respect to Claims separate but similar or related in the same jurisdiction arising out of the Indemnified Representative incurred in connection with same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of such Proceeding subsequent any action brought against it if the indemnifying party fails to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed select counsel reasonably satisfactory to such Indemnified Representativethe indemnified party or if counsel fails to diligently prosecute, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense expenses of such Proceedingdefense to be paid by the indemnifying party. The foregoing notwithstanding, the Indemnified Representative may elect No indemnifying party shall consent to retain counsel at the Indemnified Representative’s own cost and expense entry of any judgment or enter into any settlement with respect to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain a claim without the consent of the Indemnified Representative indemnified party, which consent shall not be unreasonably withheld. No indemnified party shall consent to the entry of any judgment or enter into any settlement of any Proceeding such action the defense of which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid been assumed by an Indemnified Representative in settlement indemnifying party without the consent of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementindemnifying party, which consent shall not be unreasonably withheld. (d) Except as set forth herein4.3.2 If any party becomes aware of a fact, any dispute concerning the right to indemnification under this Agreement and any circumstance, claim, situation, demand or other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) matter (other than a third-party Claim) for which it or any other indemnified party has been indemnified under this Article 4 and which has resulted or could result in a Claim being owed to the payment indemnified party by the Corporation of expenses incurred or paid by a directorindemnifying party, officer, or controlling person the indemnified party shall give prompt written notice to the indemnifying party of the Corporation in Claim, stating the successful defense nature and basis of any actionthe Claim and the amount claimed thereunder, suittogether with supporting information to the Claim, or proceeding) if any. If the indemnifying party does not notify the indemnified party within 30 days from the date such Claim notice is asserted by a director, officer, or controlling person in connection with securities being registered under given that it disputes the ActClaim, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect amount of the American Arbitration Association before Claim shall conclusively be deemed to be a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules liability of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a indemnifying party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionhereunder. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this SECTION 5 of the Corporation a notice of the commencement of any Proceeding or action (including any governmental action) such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party hereunder, deliver to the occurrence indemnifying party a written notice of the commencement thereof. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any event which might give rise such action shall relieve such indemnifying party of any liability to a Liability the indemnified party under this AgreementSECTION 5 only to the extent prejudicial to its ability to defend such action, but the failure omission so to so notify deliver written notice to the Corporation shall indemnifying party will not relieve the Corporation it of any obligation which liability that it may have to the Indemnified Representative an indemnified party otherwise than under this Agreement or otherwise. (b) Agreement. The Corporation indemnifying party shall be entitledhave the right to participate in, upon notice and, to the Indemnified Representativeextent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if in the reasonable determination of counsel for the indemnifying party, representation of such indemnified party by the counsel obtained by the indemnifying party would be inappropriate due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such proceeding. After notice from the indemnifying party to such indemnified party of its election so to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoingthereof, the Corporation defends the Proceeding, the Corporation shall indemnifying party will not be liable to such indemnified party pursuant to the provisions of paragraph 5.1 or 5.2 above for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of such Proceeding subsequent to the required noticeinvestigation, unless (i) such expenses (including attorneys’ fees) the indemnified party shall have been authorized by employed counsel in accordance with the Corporation or provisions of the preceding sentence, (ii) the Corporation indemnifying party shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or to (iii) the majority indemnifying party has authorized in writing the employment of Indemnified Representatives if more than one (1) is involved, to assume counsel for the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel indemnified party at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheldindemnifying party. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative Within a reasonable time after obtaining knowledge thereof, a Person who may be entitled to indemnification hereunder (the "Indemnitee") shall use his best efforts promptly give the Party who may be obligated to notify promptly provide such indemnification (the Secretary of the Corporation of the commencement "Indemnitor") written notice of any Proceeding Liability which the Indemnitee has determined has given or the occurrence of any event which might could give rise to a Liability under this Agreementclaim for indemnification hereunder (a "Notice of Claim"); provided, but the however, no failure to so notify the Corporation or delay in giving any such Notice of Claim shall not relieve the Corporation Indemnitor of any obligation which it may have its obligations except, and only to the Indemnified Representative extent, that it is prejudiced thereby. A Notice of Claim shall specify in reasonable detail the nature and all known particulars related to a Liability. The Indemnitor shall perform its indemnification obligations in respect of a Liability described in a Notice of Claim under this Agreement Sections 9.2 or otherwise9.3 hereof, as the case may be, within 30 days after the Indemnitor shall have received such Notice of Claim. (b) The Corporation Indemnitor shall be entitledinform the Indemnitee promptly after the Indemnitor has made a good faith determination, upon notice based on the facts alleged in such Notice of Claim or which have otherwise become known to the Indemnified RepresentativeIndemnitor, either that the Indemnitor acknowledges that it has an indemnification obligation hereunder in respect of such Liability or that the Indemnitor has made a good faith determination that it has no indemnification obligation hereunder in respect of such Liability. If the Indemnitor fails to perform its obligations under this Section 9.4 or if the Indemnitor shall have informed the Indemnitee in writing in that the Indemnitor does not have an indemnification obligation hereunder in respect of such Liability, then the Indemnitee shall have the right, but not the obligation, to assume take the defense of any Proceeding with counsel reasonably satisfactory actions which the Indemnitor would have had the right to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred take in connection with the defense performance of such Proceeding subsequent obligations and, if the Indemnitee is entitled to indemnification hereunder in respect of the required noticeevent or circumstance as to which the Indemnitee takes such actions, unless (i) such then the Indemnitor shall, in addition to indemnifying Indemnitee for the Liability, indemnify the Indemnitee for all of the legal, accounting and other costs, fees and expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not reasonably and actually incurred in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceedingconnection therewith. (c) The Corporation Indemnitor shall not be required have the right and obligation, in good faith and at its own cost and expense, to obtain the consent of the Indemnified Representative cure, remediate, mitigate, remedy or otherwise handle any event or circumstance which gives rise to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release Liability in respect of which a Notice of Claim has been given (including events and circumstances which can be cured, remediated, mitigated or remedied through the potential expenditure of money and events and circumstances which give rise to a Liability which can be measured in terms of money), regardless of the nature of such Liability. Such right and obligation shall include, without limitation, (i) the right to investigate any such event or circumstance, and (ii) the right to defend, contest or otherwise oppose any third party claim, demand, suit, action or proceeding related to such event or circumstance with legal counsel selected by it. The Corporation exercise of such right and performance of such obligation shall not be liable for constitute an admission or agreement by Indemnitor that it has an indemnification obligation hereunder in respect of such Liability. If the Indemnitor proposes to settle or compromise any amount paid by an Indemnified Representative such third party action, demand, claim, suit or proceeding, the Indemnitor shall give written notice to that effect (together with a statement in reasonable detail of the terms and conditions of such settlement of any Proceeding that is not defended by or compromise) to the Corporation, unless the Corporation has consented Indemnitee a reasonable time prior to effecting such settlement, which consent shall not be unreasonably withheldsettlement or compromise. (d) Except The Indemnitee shall have the right, but not the obligation, to participate, at its own cost and expense, in the defense, contest or other opposition of any such third party claim, demand, suit, action or proceeding through legal counsel selected by it and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims which it may have. So long as set forth hereinthe Indemnitor is in good faith performing its obligations under this Section 9.4, the Indemnitee shall (i) at Indemnitor's cost and expense, cooperate in all reasonable ways with, make its and its Affiliates' relevant files and records available for inspection and copying by, make its and its Affiliates' employees reasonably available to and otherwise render reasonable assistance to the Indemnitor upon request and (ii) not compromise or settle any dispute concerning such claim, demand, suit, action or proceeding without the prior written consent of the Indemnitor. The Indemnitee shall have the right (i) to indemnification under this Agreement object to the settlement or compromise of any such third party action, demand, claim, suit or proceeding whereupon if such settlement is solely a cash settlement (A) the Indemnitee will assume the defense, contest or other opposition of any such third party action, demand, claim, suit or proceeding for its own account and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, as if it were the Indemnitor and enforcement, (B) the Indemnitor shall be determined exclusively released from any and all liability with respect to any such third party action, demand, claim, suit or proceeding to the extent that such liability exceeds the liability which the Indemnitor would have had in respect of such a settlement or compromise, or (ii) to assume, at any time by giving written notice to that effect to the Indemnitor, the cure, mitigation, remediation, remedy or other handling of such event or circumstance and through final the defense, contest or other opposition of any such third party action, demand, claim, suit or proceeding for its own account whereupon the Indemnitor shall be released from any and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination all liability with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any circumstance and such third party action, suitdemand, claim, suit or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to After the Indemnified Representative with respect to any LiabilityClosing, the Corporation Purchaser shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall cause JANY to take such other all commercially reasonable actions as which may be necessary to secure such rightsenable Seller to exercise its rights and perform its obligations under this Section 9.4. (f) Notwithstanding anything contained herein to the contrary, including the execution each Party shall use, and shall cause its Affiliates to use, commercially reasonable efforts to mitigate any and all damages, losses, liabilities, costs and expenses in respect of such documents as which it may be necessary for the Corporation entitled to bring suit to enforce such rightsindemnification hereunder.

Indemnification Procedure. (a) The Indemnified Representative If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under Article 4 of this Agreement, such indemnified party shall use his best efforts give written notice to notify the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly the Secretary after receipt by an indemnified party hereunder of the Corporation written notice of the commencement of any Proceeding action or proceeding with respect to which a claim for indemnification may be made pursuant to Sections 4.1 or 4.2 hereof, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the occurrence latter of the commencement of such action; provided, however, that the failure of any event which might indemnified party to give rise to a Liability under this Agreement, but the failure to so notify the Corporation notice as provided herein shall not relieve the Corporation indemnifying party of any obligation which obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after such notice from the Indemnified Representative under this Agreement indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or otherwise. (b) The Corporation shall be entitled, upon notice to other expenses subsequently incurred by the Indemnified Representative, latter in connection with the defense thereof unless the indemnifying party has failed to assume the defense of any Proceeding with such claim and to employ counsel reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to defense of a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation claim shall not be liable for the expenses (including attorneys’ fees and expenses) expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the Indemnified Representative incurred in connection with same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of such Proceeding subsequent any action brought against it if the indemnifying party fails to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed select counsel reasonably satisfactory to such Indemnified Representativethe indemnified party, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense expenses of such Proceedingdefense to be paid by the indemnifying party. The foregoing notwithstanding, the Indemnified Representative may elect No indemnifying party shall consent to retain counsel at the Indemnified Representative’s own cost and expense entry of any judgment or enter into any settlement with respect to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain a claim without the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementindemnified party, which consent shall not be unreasonably withheld. (d) Except , or unless such judgment or settlement includes as set forth herein, any dispute concerning an unconditional term thereof the right giving by the claimant or plaintiff to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters such indemnified party of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination release from all liability with respect to such matter; providedclaim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter which has been settled assumed by controlling precedentan indemnifying party, submit to a court of competent jurisdiction without the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication consent of such issue. The arbitration indemnifying party, which consent shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator unreasonably withheld or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictiondelayed. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation Indemnitor shall be entitledresponsible for any actual out-of-pocket costs, upon notice expenses, judgments, damages, liability and losses incurred by the Indemnitee with respect to any and all indemnified claims, and the Indemnified RepresentativeIndemnitor, to at the Indemnitor’s sole cost and expense, shall assume the defense of any Proceeding and all indemnified claims, with counsel reasonably satisfactory acceptable to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matterIndemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the reasonable out-of-pocket fees and expenses to be paid by the Indemnitor, if the Indemnitee reasonably believes that representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and any other Party represented in such proceeding by counsel ​ retained by the event that Indemnitor. The settlement of a claim for indemnification against liabilities arising under without the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person prior written consent of the Corporation in Indemnitor shall not release the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative Indemnitor from liability with respect to such claim if the Indemnitor has unreasonably withheld consent to such settlement or has failed to provide or pay for a defense thereof as provided herein. All fees, costs and expenses to be paid by Indemnitor hereunder shall be made on a “paid as incurred” basis within thirty (30) days of the Indemnitor’s receipt of a statement or invoice therefor. Should the Indemnitor object to any Liabilitysuch fees, costs or expenses, the Corporation Indemnitor shall be subrogated to nevertheless pay such fees, costs and expenses within said thirty (30) days which payment, if expressly stated in writing at the extent time of such payment to all of be “under protest”, shall not prejudice the rights of the Indemnified Representative Indemnitor’s right to recover against any person with respect subsequently object to such Liabilityfee, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rightscost or expense paid under protest.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify promptly the Secretary of the Corporation of the commencement thereof in writing unless the Corporation shall have otherwise received notice of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure such Proceeding. The omission to so notify the Corporation shall will not relieve the Corporation of it from any obligation liability which it may have to Indemnitee except to the Indemnified Representative under this Agreement or otherwiseextent that the Corporation is materially damaged by such omission. (b) The If a claim for indemnification or advances under this Agreement is not paid by the Corporation within thirty (30) days of receipt of written notice, the rights provided by this Agreement shall be entitledenforceable by Indemnitee in any court of competent jurisdiction or Indemnitee may, upon notice at Indemnitee's sole option, seek an award in arbitration to be conducted by a single arbitrator pursuant to the Indemnified Representativerules of the American Arbitration Association, which award shall be binding and non-appealable upon the Corporation and enforceable in any court of competent jurisdiction. (c) The Expenses of Indemnitee incurred in connection with any Proceeding concerning Indemnitee's right to indemnification or advances in whole or in part pursuant to this Agreement shall also be indemnified by the Corporation unless it is decided in a Proceeding that Indemnitee had no right to indemnification or advances pursuant to this Agreement. (d) With respect to any Proceeding for which indemnification is requested, the Corporation will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Corporation may assume the defense thereof, with counsel satisfactory to Indemnitee. After notice from the Corporation to Indemnitee of its election to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall will not be liable to Indemnitee for the expenses (including any attorneys’ ' fees and expenses) of the Indemnified Representative subsequently incurred by Indemnitee in connection with the defense thereof, other than as provided below. The Corporation shall not settle any Proceeding in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's prior written consent. Indemnitee shall have the right to employ Indemnitee's own counsel in any Proceeding, but the fees of such counsel incurred after notice from the Corporation of its assumption of the defense of the Proceeding subsequent to shall be at the required noticeexpense of Indemnitee, unless (i) such expenses (including attorneys’ fees) have the employment of counsel by Indemnitee has been authorized by the Corporation Corporation, or (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such a Proceeding. The foregoing notwithstanding, or (iv) counsel employed by the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not have been approved by Indemnitee, in each of which cases the Expenses of Indemnitee's counsel shall be required to obtain advanced by the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential LiabilityCorporation. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement entitled to assume the defense of any Proceeding that is not defended brought by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person on behalf of the Corporation in the successful defense or as to which Indemnitee has concluded that there may be a conflict of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, interest between the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionIndemnitee. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts Each indemnified party agrees to notify promptly give the Secretary of the Corporation of the commencement indemnifying party prompt written Notice of any Proceeding Losses or the occurrence discovery of any event a fact upon which might give rise such indemnified party intends to base a Liability request for indemnification under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement Section 13.3 or otherwise13.4. (b) The Corporation Each party shall be entitled, upon notice furnish promptly to the Indemnified Representativeother, to assume copies of all papers and official documents received in respect of any Losses. The indemnified party shall cooperate as requested by the indemnifying party in the defense of against any Proceeding with counsel reasonably satisfactory Losses. (c) With respect to any Losses relating solely to the Indemnified Representative involved payment of money damages and which will not result in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, the indemnified party's becoming subject to a majority injunctive or other relief or otherwise adversely affecting the business of the Indemnified Representatives involved indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Proceeding. IfLosses, on such terms as the indemnifying party, in accordance with the foregoingits sole discretion, shall deem appropriate. (d) With respect to Losses relating to all other matters, the Corporation defends indemnifying party shall have the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with sole right to control the defense of such Proceeding subsequent matter, provided that the indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to the required noticeceasing to defend, unless settling or otherwise disposing of any Losses if as a result thereof (i) such expenses (including attorneys’ fees) have been authorized the indemnified party would become subject to injunctive or other equitable relief or any remedy other than the payment of money by the Corporation 77 indemnifying party or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to business of the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceedingindemnified party would be adversely affected. (ce) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation indemnifying party shall not be liable for any amount paid by an Indemnified Representative in settlement or other disposition of any Proceeding that is not defended a Loss by the Corporation, unless indemnified party which is reached without the Corporation has consented to such settlement, which written consent shall not be unreasonably withheldof the indemnifying party. (df) Except as set forth hereinprovided above, the costs and expenses, including reasonable fees and disbursements of counsel, incurred by any dispute concerning indemnified party in connection with any claim shall be reimbursed on a Calendar Quarter basis by the indemnifying party, without prejudice to the indemnifying party's right to contest the indemnified party's right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited subject to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that refund in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) indemnifying party is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association canultimately held not be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or obligated to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in indemnify the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionindemnified party. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. Except to the extent expressly provided elsewhere in this Agreement, the following procedures shall be followed with respect to all claims for indemnification under this Agreement and all obligations of indemnification hereunder shall be subject to compliance by the party to be indemnified with such procedures: (a) The Indemnified Representative indemnitee shall use his best efforts give prompt written notice to notify promptly the Secretary of the Corporation of the commencement indemnitor of any Proceeding or the occurrence of any event which claim that might give rise to a Liability under claim by the indemnitee against the indemnitor pursuant to this Agreement, but stating the failure to so notify nature and basis of such claims and the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwiseestimated amounts thereof. (b) The Corporation If any action, suit or proceeding is brought against an indemnitee with respect to which an indemnitor may have liability pursuant to this Agreement, the action, suit or proceeding shall be entitleddefended (including all proceedings on appeal or for review that counsel for the indemnitor shall deem appropriate) by, and may be settled or compromised by, the indemnitor, upon (X) the written acknowledgment by the indemnitor that it has the obligation to indemnify the indemnitee under the indemnity agreements contained herein and (Y) the making of reasonably adequate provisions by the indemnitor to ensure the indemnitee of the ability of the indemnitor to satisfy its obligation hereunder. Prior to receipt by the indemnitee of the indemnitee of the indemnitor's written acknowledgment and provision as required by clauses (X) and (Y) of the preceding sentence, the indemnitee shall have the right to contest or defend (and, if the indemnitee has not received such written acknowledgment and provision within 30 business days after the indemnitee has provided written notice as required by Section 8.2 above, to settle or compromise) such action, suit or proceeding at the expense of the indemnitor. In addition to the foregoing, the indemnitee may, by written notice to the Indemnified Representativeindemnitor, require the indemnitor to assume the defense of any Proceeding action, suit or proceeding with respect to which the indemnitor may have liability pursuant to this Agreement. The indemnitee shall have the right to employ its own counsel reasonably satisfactory to in connection with any action, suit or proceeding being defended by the Indemnified Representative involved in such Proceeding orindemnitor pursuant hereto, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of but the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expensesexpenses of such counsel shall be at the indemnitee's own expense unless (i) the employment of such counsel and the Indemnified Representative incurred payment of such fees and expenses shall have been specifically authorized by the indemnitor in connection with the defense of such Proceeding subsequent to the required noticeaction, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation suit or proceeding or (ii) the Corporation indemnitee shall have reasonably concluded and notified the indemnitor that there may be specific defenses available to it that are different from or in addition to those available to the indemnitor or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained herein, in either of which events (A) the indemnitor, to the extent made necessary by such defenses, shall not in fact have employed counsel reasonably satisfactory the right to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume direct the defense of such Proceedingaction, suit or proceeding on behalf of the indemnitee and (B) only that portion of such fees and expenses reasonably related to matters covered by the indemnity agreements contained herein shall be borne by the indemnitor. The foregoing notwithstandingindemnitor shall keep the indemnitee fully informed of such action, suit or proceeding at all stages thereof whether or not the Indemnified Representative indemnitee is so represented. The indemnitor shall make available to the indemnitee and its attorneys and accountants all books and records of the indemnitor relating to such proceedings or litigation, and the parties hereto agree to render to each other such assistance as they may elect reasonably require to retain counsel at ensure the Indemnified Representative’s own cost proper and expense to participate in adequate investigation, and the defense or settlement, of any such Proceedingaction, suit or proceeding. (c) The Corporation indemnitee shall be entitled to compromise or settle all actions, suits or proceedings as to which the indemnitor does not be required have or does not exercise the right to obtain assume the defense, without consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full indemnitor, PROVIDED, that it acts reasonably and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liabilitygood faith in doing so. The Corporation indemnitee shall not be liable for any amount paid by an Indemnified Representative in settlement keep the indemnitor fully informed of any Proceeding that is not defended by the Corporationsuch action, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheldsuit or proceeding at all stages thereof. (d) Except as set forth herein, any dispute concerning Purchaser shall have the right to indemnification under this set off against amounts held in escrow pursuant to the Escrow Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed amounts paid pursuant to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred compromise or paid by a director, officer, or controlling person of the Corporation in the successful defense settlement of any action, suit, or proceeding) is asserted by a directorconnection with such action, officersuit, or controlling person in connection with securities being registered under proceeding, including reasonable attorneys' fees and costs through the Actappellate level; provided, the Corporation willhowever, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration that no set off shall be conducted in accordance with permitted unless and until the commercial arbitration rules then in effect of the American Arbitration Association before Seller has had an opportunity to negotiate a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator compromise or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required settlement related to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionsaid claim. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under SECTION 9.1.3 above or SECTION 9.1.4 above of the Corporation notice of the commencement of any Proceeding or the occurrence action for which a claim for indemnification is to be made against Borrower, such indemnified party shall notify Borrower in writing of any event which might give rise to a Liability under this Agreementsuch commencement, but the failure omission to so notify the Corporation shall Borrower will not relieve the Corporation of Borrower from any obligation which liability that it may have to any indemnified party hereunder except to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall extent that failure to notify causes prejudice to Borrower. If any action is brought against any indemnified party, and it notifies Borrower of the commencement thereof, Borrower will be entitled, upon notice jointly with any other indemnifying party, to participate therein and, to the Indemnified Representativeextent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense of any Proceeding thereof with counsel reasonably satisfactory to such indemnified party in its discretion. After notice from Borrower to such indemnified party under this SECTION 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Representative involved in such Proceeding ordefense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both Borrower and an indemnified party, and any indemnified party shall have reasonably concluded that there be more than one (1) Indemnified Representative involved are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceeding, to a majority action on behalf of the Indemnified Representatives involved in such Proceedingindemnified party or parties. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation Borrower shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, separate counsel unless there are legal defenses available to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect it that are different from or additional to retain counsel at the Indemnified Representative’s own cost and expense those available to participate in the defense of such Proceedinganother indemnified party. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. If a claim occurs for which a party has an indemnification obligation under Section 10.3 or 10.4, the indemnified party (the “Indemnitee”) will: (a) The Indemnified Representative shall use his best efforts to promptly notify promptly the Secretary indemnifying party (the “Indemnitor”) in writing of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. claim; (b) The Corporation shall be entitled, upon notice use commercially reasonable efforts to mitigate the Indemnified Representative, to assume effects of the claim; (c) reasonably cooperate with the Indemnitor in the defense of any Proceeding the claim; and (d) permit the Indemnitor to control the defense and settlement of the claim, with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding orIndemnitee, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of all at the Indemnified Representatives involved in such ProceedingIndemnitor ‘s cost and expense. If, in accordance with If the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with Indemnitor assumes the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstandingclaim, the Indemnified Representative Indemnitee may elect to retain participate in such defense with the Indemnitee’s own counsel who will be retained, at the Indemnified RepresentativeIndemnitee’s own sole cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matterexpense; provided, however, that in neither the event that a claim for indemnification against liabilities arising under Indemnitor nor the Securities Act of 1933 (Indemnitee will consent to the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense entry of any action, suit, judgment or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for enter into any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative settlement with respect to the claim without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor and which would not involve any Liabilitystipulation or admission of liability or result in the Indemnitee becoming subject to injunctive relief or other relief, the Corporation shall be subrogated Indemnitor will have the right, upon written notice to the extent Indemnitee within five days after receipt of the Indemnitee’s written denial of consent, to pay to the Indemnitee, or to a trust for its or the applicable third party’s benefit, such payment amount established by such judgment or settlement in addition to all of interest, costs or other charges relating thereto, together with all attorneys’ fees and expenses incurred to such date for which the Indemnitor is obligated under this Agreement, if any, at which time the Indemnitor’s rights of the Indemnified Representative to recover against any person and obligations with respect to such Liability, and claim will cease. The Indemnitor will not be liable for any settlement or other disposition of a claim by the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including Indemnitee which is reached without the execution written consent of such documents as may be necessary for the Corporation to bring suit to enforce such rightsIndemnitor.

Indemnification Procedure. (a) The Indemnified Representative If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under Section 4.1 or 4.2 of this Agreement, such indemnified party shall use his best efforts give written notice to notify the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly the Secretary after receipt by an indemnified party hereunder of the Corporation written notice of the commencement of any Proceeding action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 4, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the occurrence latter of the commencement of such action; provided, however, that the failure of any event which might indemnified party to give rise to a Liability under this Agreement, but the failure to so notify the Corporation notice as provided herein shall not relieve the Corporation indemnifying party of any obligation which obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after such notice from the Indemnified Representative under this Agreement indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or otherwise. (b) The Corporation shall be entitled, upon notice to other expenses subsequently incurred by the Indemnified Representative, latter in connection with the defense thereof unless the indemnifying party has failed to assume the defense of any Proceeding with such claim and to employ counsel reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to defense of a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation claim shall not be liable for the expenses (including attorneys’ fees and expenses) expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the Indemnified Representative incurred in connection with same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of such Proceeding subsequent any action brought against it if the indemnifying party fails to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed select counsel reasonably satisfactory to such Indemnified Representativethe indemnified party, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense expenses of such Proceedingdefense to be paid by the indemnifying party. The foregoing notwithstanding, the Indemnified Representative may elect No indemnifying party shall consent to retain counsel at the Indemnified Representative’s own cost and expense entry of any judgment or enter into any settlement with respect to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain a claim without the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementindemnified party, which consent shall not be unreasonably withheld. (d) Except , or unless such judgment or settlement includes as set forth herein, any dispute concerning an unconditional term thereof the right giving by the claimant or plaintiff to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters such indemnified party of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination release from all liability with respect to such matter; providedclaim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter which has been settled assumed by controlling precedentan indemnifying party, submit to a court of competent jurisdiction without the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication consent of such issue. The arbitration indemnifying party, which consent shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator unreasonably withheld or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvaniadelayed. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.65535rt65535cle V

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts 12.1 With respect to any matter for which indemnification is claimed by Purchaser or Partners, Purchaser and/or Partners will promptly notify Seller and Stockholder in writing after Purchaser and/or Partners becomes aware of it, and Seller and Stockholder will promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreementand diligently defend, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitledcontest, upon notice to the Indemnified Representativesettle, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representativecompromise, or to the majority of Indemnified Representatives if more than one (1) is involvedotherwise protect against any such suit, to assume the defense of such Proceeding. The foregoing notwithstandingaction, the Indemnified Representative may elect to retain counsel investigation, claim or proceeding at the Indemnified Representative’s their own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matterexpense; provided, however, that Seller and Stockholder shall not, without the prior written consent of Purchaser and/or Partners and, consent to an entry of judgment or enter into any settlement (i) which does not include an unconditional release of Purchaser and/or Partners from all liability, or (ii) which requires action on the part of Purchaser and/or Partners or otherwise subjects Purchaser and/or Partners to any obligation or restriction to which it would not otherwise be subject. Any delay or failure to so notify Seller or Stockholder will only relieve Seller or Stockholder of their obligations hereunder to the extent, if at all, that they or the proceedings are prejudiced by reason of such delay or failure. Purchaser and/or Partners will have the right, but not the obligation, to participate, at its own expense, in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment defense by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion counsel of its counsel the matter has been settled by controlling precedentown choosing; however, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and Seller and/or Stockholder will be governed by entitled to control the final adjudication of such issue. The arbitration shall be conducted defense unless Purchaser and/or Partners has relieved Seller or Stockholder in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative writing from liability with respect to the particular matter. If Seller and Stockholder request that Purchaser and/or Partners participate in the defense and if Purchaser and/or Partners so elects, at Purchaser’s and/or Partners' option, Seller and Stockholder will reimburse Purchaser and/or Partners for its expenses and the cost of providing assistance at the request of Seller or Stockholder, including, without limitation, reasonable attorneys’ fees and investigation expenses. If Seller and Stockholder do not timely defend, contest or otherwise protect against any Liabilitysuit, action, investigation, claim or proceeding after receipt of the Corporation shall be subrogated required notice from Purchaser and/or Partners, Purchaser and/or Partners will have the right, but not the obligation, to defend, contest or otherwise protect against the extent same, make any compromise or settlement thereof, and recover all Damages as a result of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liabilitysuit, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rightsaction, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rightsinvestigation, claim, proceeding, compromise, or settlement.

Indemnification Procedure. (a) The Indemnified Representative To the extent reasonably feasible, CHOP shall use his best efforts notify Customer in writing of any Claim that, in CHOP’s reasonable judgment, is likely to notify lead to a claim for indemnification. Customer shall promptly assume the Secretary entire defense of such Claim following CHOP’s written notice, and shall, promptly upon notice from CHOP of any prior expenses, reimburse any CHOP Indemnitee for any expenses, fees or costs incurred by any CHOP Indemnitee with respect to defense of such Claim prior to the date of Customer’s assumption of the Corporation of defense. Customer shall have the commencement right to manage the defense and settlement of any Proceeding or Claim, except that (A) Customer shall consult with the occurrence of any event which might give rise affected CHOP Indemnitee regularly with respect to a Liability under this Agreement, but the failure all material matters pertaining to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with such Claim; (B) CHOP shall have the right to approve Customer’s choice of counsel reasonably satisfactory to the Indemnified Representative involved in defend any such Proceeding orClaim, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation which approval shall not be liable for unreasonably withheld by CHOP and (C) Customer may not enter into any settlement on behalf of any CHOP Indemnitee without CHOP’s prior written approval, which approval shall not be unreasonably withheld by CHOP. CHOP may not enter into any settlement of any such Claim as to which Customer has an obligation to indemnify CHOP without the expenses (including attorneys’ fees and expenses) written permission of Customer, which approval shall not be unreasonably withheld by Customer. CHOP shall use commercially reasonable efforts to cooperate with Customer in the defense of the Indemnified Representative incurred Claim at Customer’s sole expense. CHOP may hire its own counsel, at its own expense, to monitor the defense of any Claim in connection which case Customer shall use commercially reasonable efforts at its sole expense to cooperate with CHOP in the defense of the Claim by CHOP’s selected counsel. In addition, CHOP may elect to assume control of the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation Claim. CHOP’s hiring of its own counsel or (ii) the Corporation assumption of its own defense shall not in fact have employed counsel reasonably satisfactory relieve Customer of obligations to such Indemnified Representative, indemnify or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of further defend any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination CHOP Indemnitee with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, Claim except to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered CHOP Indemnitee receives a final judgment of gross negligence or willful or intentional misconduct by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person CHOP Indemnitee with respect to such LiabilityClaim in which case Customer shall be relieved of its indemnity obligation with respect to such Claim as to such CHOP Indemnitee. CHOP and Customer may execute such mutually acceptable Confidentiality and Joint Defense Agreements to protect privileged materials as shall be usual and customary in such proceedings and as shall be requested in writing by either CHOP or Customer. No Warranty. Customer acknowledges that the Project Deliverables are experimental in nature and may have unknown characteristics, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may carry infectious agents, or may be necessary to secure such rightsotherwise hazardous. THE PROJECT DELIVERABLES ARE PROVIDED "AS IS" AND CHOP (INCLUDING THE CHOP INDEMNITEES) DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROJECT DELIVERABLES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE PROJECT DELIVERABLES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY. Without limitation of the foregoing, CHOP (including the execution CHOP Indemnitees) makes no representation or warranty as to the identity, purity, safety, fitness, or activity of such documents as may be necessary the Project Deliverables except for the Corporation to bring suit to enforce such rightsattributes as indicated on the Certificate of Analysis. CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS AGREEMENT IS, AT CHOP ’S SOLE OPTION, A CREDIT FOR, OR RE-PERFORMANCE OF, THE SERVICES. IN NO EVENT WILL CHOP BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR PROPERTY DAMAGE SUSTAINED BY CUSTOMER FROM THE USE OF, OR INABILITY TO USE, ANY PROJECT DELIVERABLES OR RESULTS, EVEN IF CHOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AS TO ANY CHOP LIABILITY NOT SUBJECT TO THE FOREGOING, CHOP ’S MAXIMUM LIABILITY WILL NOT EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER TO NAME OF CORE SERVICE FACILITY AT CHOP FOR THE CORE SERVICES IN QUESTION.

Indemnification Procedure. (a) The Indemnified Representative Inpixon shall use his best efforts to promptly notify promptly the Secretary of the Corporation of the commencement Systat in writing of any Proceeding or Action and the occurrence of any event which might give rise reasons why indemnification is appropriate, and cooperate with the Systat Parties at the Systat Parties’ sole cost and expense. Subject to a Liability under provisions addressing the rights to enforce the rights granted pursuant to this Agreement, but at Inpixon’s sole and absolute discretion, the failure Systat Parties shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to so notify Inpixon, to handle and defend the Corporation Action, at the Systat Parties’ sole cost and expense. Systat shall not relieve settle any Action in a manner that adversely affects the Corporation rights of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified RepresentativeInpixon Parties without Inpixon’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementprior written consent, which consent shall not be unreasonably withheld. (d) Except , conditioned or delayed. Inpixon’s failure to perform any obligations under this paragraph shall not relieve the Systat Parties’ of their obligation hereunder except to the extent that the Systat Parties can demonstrate that they have been materially prejudiced as set forth hereina result of the failure. Inpixon Parties may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. In Inpixon’s sole discretion, any dispute concerning upon written notice to Systat, Inpixon shall have the right to indemnification offset any Losses, on a dollar for dollar basis, against the amount owed, or to be owed, by Sysorex to Systat under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that Partitioned Note (as defined in the event that a claim for indemnification against liabilities arising under License Note Assignment) conveyed or to be conveyed to Systat pursuant to the Securities Act of 1933 License Note Assignment, so long as such Partitioned Note remains outstanding (the “ActOffset Right”). To the extent Inpixon exercises the Offset Right, the amount of any Losses made subject to the Offset Right shall first reduce, on a dollar for dollar basis, the amount owed by Sysorex to Systat under any Partitioned Note not yet conveyed to Systat pursuant to the License Note Assignment (the “Retained Partitioned Notes”), and shall reinstate a payment obligation of Sysorex to Inpixon under the Original Note (as defined in the License Note Assignment) in an amount equal to such Losses, which shall concurrently reduce the amount owed by Sysorex to Systat under the applicable Retained Partitioned Note by an amount equal to such Losses (other than the payment “Offset Procedure”). If, as a result of the Offset Procedure, the amount that would have been payable by Sysorex to Systat pursuant to the Retained Partitioned Notes is reduced to zero, and Inpixon has Losses unrecouped by the Corporation of expenses incurred or paid by a directorOffset Procedure, officer, or controlling person of then Inpixon shall next apply the Corporation in the successful defense of Offset Procedure to any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit outstanding Partitioned Note previously conveyed to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration Systat pursuant to the License Note Assignment. Systat shall inform Inpixon in writing promptly upon satisfaction in full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined Systorex’s obligations under any Partitioned Note held by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionSystat. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative Representatives involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ ' fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ ' fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives Representative if more than one (1) is involved, to assume the defense of such ProceedingProceeding or (iii) counsel for the Indemnified Representative shall have provided a written legal opinion that there may be a conflict of interest between such Indemnified Representative and other parties represented by legal counsel selected by the Corporation, in any of which events the Indemnified Representative shall be entitled to have the expenses of separate legal counsel paid by the Corporation. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s 's own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in PhiladelphiaMilpitas, PennsylvaniaCalifornia, or other location mutually agreed to, each party hereto expressly and conclusively waiving its its, his or his her right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “"Act”") (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction.of (e) Upon a payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated subjugated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, rights including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under Section IV.1 of this Agreement, such indemnified party shall use his best efforts give written notice to notify the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly the Secretary after receipt by an indemnified party hereunder of the Corporation written notice of the commencement of any Proceeding action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article IV, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the occurrence latter of the commencement of such action; provided, however, that the failure of any event which might indemnified party to give rise to a Liability under this Agreement, but the failure to so notify the Corporation notice as provided herein shall not relieve the Corporation indemnifying party of any obligation which obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after such notice from the Indemnified Representative under this Agreement indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or otherwise. (b) The Corporation shall be entitled, upon notice to other expenses subsequently incurred by the Indemnified Representative, latter in connection with the defense thereof unless the indemnifying party has failed to assume the defense of any Proceeding with such claim and to employ counsel reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to defense of a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation claim shall not be liable for the expenses (including attorneys’ fees and expenses) expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the Indemnified Representative incurred in connection with same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of such Proceeding subsequent any action brought against it if the indemnifying party fails to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed select counsel reasonably satisfactory to such Indemnified Representativethe indemnified party, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense expenses of such Proceedingdefense to be paid by the indemnifying party. The foregoing notwithstanding, the Indemnified Representative may elect No indemnifying party shall consent to retain counsel at the Indemnified Representative’s own cost and expense entry of any judgment or enter into any settlement with respect to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain a claim without the consent of the Indemnified Representative indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to the such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any Proceeding such action, the defense of which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid been assumed by an Indemnified Representative in settlement indemnifying party, without the consent of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementindemnifying party, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The An Indemnified Representative shall use his best efforts to notify Party will promptly the Secretary of the Corporation of the commencement provide Licensee with written notice of any Proceeding or the occurrence of any event which might give rise to a Liability that is indemnifiable under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matterArticle 11; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion failure to so notify shall not relieve Licensee of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated obligations hereunder except to the extent of any material prejudice to Licensee as a direct result of such payment failure. Except as otherwise provided in this Section 11.2, Licensor shall control such defense and all negotiations relative to the settlement of any indemnifiable claim or action, except that Licensor shall not settle or compromise any claim or action in any manner that may impose restrictions or obligations on any Indemnified Party, or that concedes any fault or wrongdoing on the part of Licensee, without Licensee’s prior written consent. If Licensor so directs in writing, Licensee shall control such defense and all negotiations relative to the settlement of any indemnifiable claim or action, except that Licensee shall not settle or compromise any claim or action in any manner that may impose restrictions or obligations on any Indemnified Party, or that grants any rights to the Licensed Patents, Software, Know-How or Licensed Products, or that concedes any fault or wrongdoing on the part of Licensor, without Licensor’s prior written consent. If, after receipt of written direction from Licensor, Licensee fails or declines to assume the defense against any claim or action within thirty (30) days after notice thereof, then Licensor may assume and control the defense of such claim or action for the account and at the risk of Licensee, and any Liabilities related to such claim or action will be conclusively deemed a liability of Licensee. The indemnification rights of the Indemnified Representative Parties under this Article 11 are in addition to recover against any person with respect to such Liabilityall other rights that an Indemnified Party may have at law, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rightsin equity or otherwise.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ ' fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ ' fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s 's own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “"Act”") (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ ' fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under Section 8.1 or Section 8.2 of this Agreement, such indemnified party shall use his best efforts give written notice to notify the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement; , that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly the Secretary after receipt by an indemnified party hereunder of the Corporation written notice of the commencement of any Proceeding action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 8, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the occurrence latter of the commencement of such action; provided, that the failure of any event which might indemnified party to give rise to a Liability under this Agreement, but the failure to so notify the Corporation notice as provided herein shall not relieve the Corporation indemnifying party of any obligation which obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after such notice from the Indemnified Representative under this Agreement or otherwise. (b) The Corporation indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be entitled, upon notice liable to such indemnified party for any legal fees and expenses subsequently incurred by the Indemnified Representative, latter in connection with the defense thereof unless the indemnifying party has failed to assume the defense of any Proceeding with such claim and to employ counsel reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to defense of a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation claim shall not be liable for the expenses (including attorneys’ fees and expenses) expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the Indemnified Representative incurred in connection with same general allegations. Notwith standing any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of such Proceeding subsequent any action brought against it if the indemnifying party fails to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed select counsel reasonably satisfactory to such Indemnified Representativethe indemnified party, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense expenses of such Proceedingdefense to be paid by the indemnifying party. The foregoing notwithstanding, the Indemnified Representative may elect No indemnifying party shall consent to retain counsel at the Indemnified Representative’s own cost and expense entry of any judgment or enter into any settlement with respect to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain a claim without the consent of the Indemnified Representative indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to the such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any Proceeding such action, the defense of which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid been assumed by an Indemnified Representative in settlement indemnifying party, without the consent of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementindemnifying party, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (ai) The Indemnified Representative shall use his best efforts to notify promptly the Secretary As soon as practicable after Buyer obtains knowledge of the Corporation of the existence or commencement of any Proceeding or the occurrence Claim in respect of any event which might give rise a Buyer Indemnified Party is entitled to a Liability indemnification under this Agreement, but Buyer shall notify the Seller Representative and the Escrow Agent of such Claim in writing; provided, however, that any failure to so notify give notice (A) will not waive any rights of the Corporation shall Buyer Indemnified Parties and (B) will not relieve the Corporation Sellers of any obligation which it may have their obligations as hereinafter provided in this Section 8.5 after such notice is given, except to the extent that the Seller Representative shall have been materially adversely affected by such delay or failure and except that in any event such notice shall be given on or before the one year anniversary of the Closing Date. Such notice shall specify the amount of the Claim (or the Buyer Indemnified Representative under this Agreement or otherwiseParty’s good faith estimate of the amount of the Claim if the amount is not yet determined) and a reasonably detailed summary of the basis for such Claim. (bii) The Corporation If the Seller Representative does not dispute the basis or amount of any Claim within 30 days of receiving written notice thereof, Buyer shall have the right to promptly recover indemnity as and to the extent provided herein, and the Seller Representative and Buyer shall provide a Joint Written Direction (as defined in the Escrow Agreement) to the Escrow Agent containing instructions to that effect. If the Seller Representative disagrees with the basis of the Claim or the amount of damages caused or alleged to be entitledcaused thereby, upon then within 30 days of receiving written notice thereof, the Seller Representative shall give notice to Buyer and the Indemnified RepresentativeEscrow Agent of such disagreement and, in that case, Buyer shall have no right to recover indemnity hereunder until such time, if at all, as (A) a court of competent jurisdiction issues a final, non-appealable order specifying the amount of Buyer’s recovery or (B) Buyer and the Seller Representative agree in writing to the amount of recovery. (iii) With respect to any Claim under Section 8.5(a)(v) as to which such notice is promptly given, the Seller Representative will assume the defense of any Proceeding or otherwise settle such Claim with counsel reasonably satisfactory to Buyer experienced in the Indemnified Representative involved in such Proceeding orconduct of Claims of that nature at the Sellers’ and the Indemnifying Noteholder’s sole risk and expense; provided, if there however, that Buyer (A) shall be more than one (1) Indemnified Representative involved in such Proceeding, permitted to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with join the defense and settlement of such Proceeding subsequent Claim and to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed employ counsel reasonably satisfactory to such Indemnified it at its expense, and (B) shall cooperate fully with the Seller Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume Sellers and the defense of such Proceeding. The foregoing notwithstanding, and the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate Indemnifying Noteholder in the defense and any settlement of such Proceeding. (c) Claim in any manner reasonably requested by the Seller Representative. The Corporation Seller Representative shall not be required to obtain the consent of the Indemnified Representative to the make any settlement of any Proceeding which claims without the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect written consent of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementBuyer, which consent shall not be unreasonably withheldwithheld or delayed. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to any third party claim, action, suit or proceeding or of the occurrence of any event or the existence of any state of facts which may become the basis of a third party claim a settlement involving injunctive or other equitable relief against Buyer or its Affiliates or their assets, employees or business. For purposes of this Section, the firm of ▇▇▇▇▇ ▇▇▇▇ LLP is satisfactory to Buyer and any conflict of interest of any form as to ▇▇▇▇▇ ▇▇▇▇ LLP is hereby waived to the extent permitted by law. (div) Except as set forth hereinIf the Seller Representative fails to assume the defense of such Claim or, any dispute concerning having assumed the right defense and settlement of such Claim, fails reasonably to indemnification under this Agreement and any other dispute arising hereundercontest such Claim in good faith, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively or the remedy sought by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination the claimant with respect to such matter; Claim is not solely for money damages, Buyer, without waiving its right to indemnification, may, but is not required to, assume the defense and settlement of such Claim at the Sellers’ expense, provided, however, that (A) the Sellers shall cooperate with Buyer in the event that a claim for indemnification against liabilities arising under defense and settlement of such Claim in any manner reasonably requested by Buyer, and (B) Buyer shall not settle such Claim without the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person written consent of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, Sellers and the third of whom Indemnifying Noteholder, which consent shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator unreasonably withheld or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictiondelayed. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this Article VI of the Corporation notice of any claim or the commencement of any Proceeding action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Article VI, notify the indemnifying party in writing of the claim or the occurrence commencement of any event which might give rise to a Liability under this Agreementthat action; provided, but however, that the failure to so notify the Corporation indemnifying party shall not relieve it from any liability which it may have under Sections 6.1 or 6.2 of this Article VI except to the Corporation extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any obligation liability which it may have to the Indemnified Representative an indemnified party otherwise than under this Agreement Article VI. If any such claim or otherwise. (b) The Corporation action shall be entitledbrought against an indemnified party, upon notice and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the Indemnified Representativeextent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of any Proceeding thereof with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of indemnified party. After notice from the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent indemnifying party to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority indemnified party of Indemnified Representatives if more than one (1) is involved, its election to assume the defense of such Proceeding. The foregoing notwithstandingclaim or action, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation indemnifying party shall not be liable to the indemnified party under this Article VI for any amount legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Article VI if (i) the indemnified party and the indemnifying party shall have so mutually agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by an Indemnified Representative in settlement the indemnifying party. No indemnifying party shall (x) without the prior written consent of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, indemnified parties (which consent shall not be unreasonably withheld. (d) Except as set forth herein), any dispute concerning settle or compromise or consent to the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense entry of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative judgment with respect to any Liabilitypending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the Corporation indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall be subrogated have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel to the extent required by Sections 6.1 and 6.2 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party's entitlement to such reimbursement prior to the date of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rightssettlement.

Indemnification Procedure. In the event of any such claim against any Genzyme Indemnitee or Alnylam Indemnitee (a) The Indemnified Representative individually, an “Indemnitee”), the indemnified Party shall use his best efforts to promptly notify promptly the Secretary other Party in writing of the Corporation of claim and the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreementindemnifying Party shall manage and control, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitledat its sole expense, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceedingclaim and its settlement. If, in accordance The Indemnitee shall cooperate with the foregoingindemnifying Party and may, the Corporation defends the Proceedingat its option and expense, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred represented in connection with the defense of any such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation action or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceedingproceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation indemnifying Party shall not be liable for any amount paid settlements, litigation costs or expenses incurred by an Indemnified Representative any Indemnitee without the indemnifying Party’s written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in settlement of any Proceeding that is not defended Sections 11.1 (General Indemnification by Genzyme) or 11.2 (General Indemnification by Alnylam) may apply, the Corporation, unless indemnifying Party shall promptly notify the Corporation has consented to such settlementIndemnitees, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning then have the right to indemnification under this Agreement and be represented in any other dispute arising hereundersuch action or proceeding by separate counsel at their expense, including but not limited to matters of validity, interpretation, application, and enforcement, provided that the indemnifying Party shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim responsible for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses Indemnitees are ultimately determined by the arbitrators to be allocable entitled to indemnification from the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary indemnifying Party for the Corporation matters to bring suit to enforce which the indemnifying Party notified the Indemnitees that such rightsexception(s) may apply. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Indemnification Procedure. (a) The Indemnified Representative shall use his such Indemnified Representative’s best efforts to notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure so to so notify the Corporation shall not relieve the Corporation of any obligation liability which it may have to the Indemnified Representative under this Agreement or otherwise. (b) . The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to or a majority of the Indemnified Representatives involved in such ProceedingProceeding if there be more than one. If, in accordance with the foregoing, If the Corporation defends notifies the Indemnified Representative of its election to defend the Proceeding, the Corporation shall not be liable have no liability for the expenses (including attorneys’ fees and expensesdisbursements) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required such notice, unless (i) such expenses (including attorneys’ feesfees and disbursements) have been authorized by the Corporation or Corporation, (ii) the counsel employed by the Corporation shall for the purpose of assuming such defense is not in fact have employed counsel reasonably satisfactory to such Indemnified RepresentativeRepresentative or Indemnified Representatives, or (iii) it shall have been determined pursuant to Section 5(d) that the majority of Indemnified Representatives if more than one (1) is involved, Representative was entitled to assume indemnification for such expenses under this Agreement or otherwise. Notwithstanding the defense of such Proceeding. The foregoing notwithstandingforegoing, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) . The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding Proceeding, which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and an unqualified release in respect of all Liabilities at issue in the potential LiabilityProceeding. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, settlement (which consent shall not be unreasonably withheld. (d) Except as set forth herein, any ). Any dispute concerning related to the right to indemnification under this Agreement and any other dispute arising indemnification, contribution or advancement of expenses hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination except with respect to such matter; provided, however, that in the event that a claim indemnification for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by which the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, undertaken to submit to a court of competent jurisdiction the question whether such indemnification for adjudication, shall be decided only by it is against public policy as expressed arbitration in the Act and will be governed by the final adjudication City of such issue. The arbitration shall be conducted New York, New York, in accordance with the commercial arbitration rules then in effect of the American Arbitration Association Association, before a panel of three (3) arbitrators, the first one of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, Representative and the third of whom shall be selected by the other two (2) arbitrators. If In the absence of the American Arbitration Association, or if for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, or if one of the parties fails or refuses to select an arbitrator, or if the arbitrators selected by the Corporation and the Indemnified Representative cannot agree on the selection of the third arbitrator within seven days after such time as the Corporation and the Indemnified Representative have each been notified of the selection of the other’s arbitrator, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvaniaof the State of New York. Each arbitrator selected as provided herein is required to be serving or to have served as been a director or an executive officer of a corporation whose shares of common stock, stock were listed during at least one year of such service, were quoted in the NASDAQ National Market System or listed service on the New York Stock Exchange or the American Stock ExchangeExchange or quoted on the Nasdaq Stock Market. The party or parties challenging the right of an Indemnified Representative to the benefits of this Agreement shall have the burden of proof. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ feesfees and disbursements) incurred in successfully prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporationarbitration. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be enforced, without further evidence or proceedings, entered thereon by any party in accordance with applicable law in any court of competent jurisdiction. (e) . This arbitration provision shall be specifically enforceable. Upon a payment under this Agreement to the Indemnified Representative with respect to any Liabilityunder this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to for such Liability, and the Indemnified Representative shall execute all documents and instruments required by the Corporation and shall take such other actions requested by the Corporation and at its expense as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights. NON-EXCLUSIVITY. THE INDEMNIFICATION RIGHTS GRANTED TO THE INDEMNIFIED REPRESENTATIVE PURSUANT TO THIS AGREEMENT (I) SHALL NOT BE DEEMED EXCLUSIVE OF ANY OTHER RIGHTS TO WHICH THE INDEMNIFIED REPRESENTATIVE MAY BE ENTITLED UNDER ANY STATUTE, BY-LAW, CERTIFICATE OR ARTICLES OF INCORPORATION, AGREEMENT, VOTE OF SHAREHOLDERS OR DISINTERESTED DIRECTORS OR OTHERWISE, BOTH AS TO ACTION IN AN INDEMNIFIED CAPACITY AND IN ANY OTHER CAPACITY, AND (II) SHALL CONTINUE AS TO A PERSON WHO HAS CEASED TO BE ELECTED, APPOINTED OR EMPLOYED BY THE CORPORATION IN AN INDEMNIFIED CAPACITY IN RESPECT OF MATTERS ARISING WHEN SUCH PERSONS PERFORMED IN AN INDEMNIFIED CAPACITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CORPORATION AND THE INDEMNIFIED REPRESENTATIVE ACKNOWLEDGE THE PROVISIONS OF THE CORPORATION’S CERTIFICATE OF INCORPORATION AND BY-LAWS REGARDING INDEMNIFICATION AND CONFIRM THAT THE INDEMNIFIED REPRESENTATIVE IS ACTING IN RELIANCE THEREON. DURATION OF AGREEMENT. THIS AGREEMENT SHALL APPLY TO ANY CLAIM ASSERTED AND ANY LIABILITY INCURRED IN CONNECTION WITH ANY CLAIM ASSERTED ON OR AFTER THE DATE ON WHICH THE INDEMNIFIED REPRESENTATIVE BEGAN SERVING IN EACH INDEMNIFIED CAPACITY AND SHALL CONTINUE UNTIL AND TERMINATE UPON THE LATER OF: (A) SIX YEARS AFTER THE INDEMNIFIED REPRESENTATIVE HAS CEASED TO SERVE IN ANY INDEMNIFIED CAPACITY; OR (B) ONE YEAR AFTER THE FINAL TERMINATION OF ALL PENDING OR THREATENED PROCEEDINGS OF THE KIND DESCRIBED HEREIN WITH RESPECT TO THE INDEMNIFIED REPRESENTATIVE. DISCHARGE OF DUTY. THE INDEMNIFIED REPRESENTATIVE SHALL BE DEEMED TO HAVE DISCHARGED SUCH PERSON’S DUTY TO THE CORPORATION IF HE OR SHE HAS RELIED IN GOOD FAITH ON INFORMATION, OPINIONS, REPORTS OR STATEMENTS, INCLUDING FINANCIAL STATEMENTS AND OTHER FINANCIAL DATA, IN EACH CASE PREPARED OR PRESENTED BY ANY OF THE FOLLOWING: one or more officers or employees of the Corporation whom the Indemnified Representative reasonably believes to be reliable and competent with respect to the matter presented; legal counsel, public accountants or other persons as to matters that the Indemnified Representative reasonably believes are within the person’s professional or expert competence; or a committee of the Board of Directors of the Corporation on which he or she does not serve as to matters within its area of designated authority, which committee he or she reasonably believes to merit confidence. RELIANCE ON PROVISIONS. THE INDEMNIFIED REPRESENTATIVE SHALL BE DEEMED TO BE ACTING IN SUCH PERSON’S INDEMNIFIED CAPACITY IN RELIANCE UPON THE RIGHTS OF INDEMNIFICATION PROVIDED BY THIS AGREEMENT. SEVERABILITY AND REFORMATION. ANY PROVISION OF THIS AGREEMENT WHICH IS ADJUDICATED TO BE INVALID OR UNENFORCEABLE IN ANY JURISDICTION OR UNDER ANY CIRCUMSTANCE SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY OR UNENFORCEABILITY ONLY AND SHALL BE DEEMED REFORMED SO AS TO CONTINUE TO APPLY TO THE MAXIMUM EXTENT AND TO PROVIDE THE MAXIMUM INDEMNIFICATION PERMISSIBLE UNDER THE APPLICABLE LAW OF SUCH JURISDICTION. ANY SUCH ADJUDICATION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE THE REMAINING PROVISIONS HEREOF AND SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION OR UNDER ANY OTHER CIRCUMSTANCES. COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME DOCUMENT. HEADINGS. SECTION HEADINGS ARE FOR CONVENIENCE ONLY AND DO NOT CONTROL OR AFFECT MEANING OR INTERPRETATION OF ANY TERMS OR PROVISIONS HEREOF. NOTICES. ANY NOTICE, CLAIM, REQUEST OR DEMAND REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN IF DELIVERED PERSONALLY OR SENT BY TELEGRAM OR BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID: (I) IF TO THE CORPORATION, TO ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ATTENTION: SECRETARY, OR (II) IF TO THE INDEMNIFIED REPRESENTATIVE, TO THE ADDRESS LISTED ON THE SIGNATURE PAGE HEREOF, OR TO SUCH OTHER ADDRESS AS ANY PARTY HERETO SHALL HAVE SPECIFIED IN A NOTICE GIVEN IN ACCORDANCE WITH THIS SECTION. AMENDMENTS; BINDING EFFECT. NO AMENDMENT, MODIFICATION, TERMINATION OR CANCELLATION OF THIS AGREEMENT SHALL BE EFFECTIVE AS TO THE INDEMNIFIED REPRESENTATIVE UNLESS SIGNED IN WRITING BY THE CORPORATION AND THE INDEMNIFIED REPRESENTATIVE. THIS AGREEMENT SHALL BE BINDING UPON THE CORPORATION AND ITS SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF THE HEIRS, EXECUTORS, ADMINISTRATORS AND PERSONAL REPRESENTATIVES OF THE INDEMNIFIED REPRESENTATIVE. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO THE PRINCIPLES GOVERNING THE CONFLICT OF LAWS APPLICABLE IN THAT OR ANY OTHER JURISDICTION. GENDER AND NUMBER. WORDS USED HEREIN, REGARDLESS OF THE GENDER OR NUMBER SPECIFICALLY USED, SHALL BE DEEMED TO INCLUDE ANY OTHER GENDER, MASCULINE, FEMININE OR NEUTER, AND ANY OTHER NUMBER, SINGULAR OR PLURAL, AS THE CONTEXT MAY REQUIRE.

Indemnification Procedure. (a) The Indemnified Representative shall use his such Indemnified Representative’s best efforts promptly to notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure so to so notify the Corporation shall not relieve the Corporation of any obligation liability which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any such Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to or a majority of the Indemnified Representatives involved in such ProceedingProceeding if there be more than one. If, in accordance with the foregoing, If the Corporation defends notifies the Indemnified Representative of its election to defend the Proceeding, the Corporation shall not be liable have no liability for the expenses (including attorneys’ fees and expensesfees) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required such notice, unless unless: (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or Corporation; (ii) the Corporation shall not not, in fact fact, have employed counsel reasonably satisfactory to such Indemnified Representative, Representative or to the such majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding; or (iii) it shall have been determined pursuant to Section 5(d) that the Indemnified Representative was entitled to indemnification for such expenses under this Agreement or otherwise. The foregoing notwithstandingNotwithstanding the foregoing, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Except with respect to criminal matters and injunctive or other non-monetary relief, the Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and an unqualified release in respect of all Liabilities at issue in the potential LiabilityProceeding. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented in writing to such settlement, settlement (which consent shall not be unreasonably withheldwithheld or delayed). (d) Except as set forth herein, any Any dispute concerning related to the right to indemnification under this Agreement and any other dispute arising or advancement of expenses hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination except with respect to such matter; provided, however, that in the event that a claim indemnification for indemnification against liabilities Liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by which the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, undertaken to submit to a court of competent jurisdiction the question whether such indemnification for adjudication, shall be enforceable only by it is against public policy as expressed arbitration in the Act and will be governed by the final adjudication City of such issue. The arbitration shall be conducted Cleveland, Ohio, in accordance with the commercial arbitration rules then in effect of the American Arbitration Association Association, before a panel of three (3) arbitrators, the first one of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, Representative and the third of whom shall be selected by the other two (2) arbitrators. If In the absence of the American Arbitration Association or if for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiatedinitiated or if the arbitrators selected by the Corporation and the Indemnified Representative cannot agree on the selection of the third arbitrator within thirty (30) days after such time as the Corporation and the Indemnified Representative have each been notified of the selection of the other’s arbitrator, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvaniathe metropolitan area where arbitration under this subsection would otherwise have been conducted. Each arbitrator selected as provided herein is required to be serving or to have served as been a director or an executive officer of a corporation whose shares of common stock, stock were listed during at least one year of such service, were quoted in the NASDAQ National Market System or listed service on the New York Stock Exchange Exchange. The party or parties challenging the American Stock Exchangeright of an Indemnified Representative to the benefits of this Agreement shall have the burden of proof. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ feesfees and disbursements) incurred in successfully prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporationarbitration. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be enforced, without further evidence or proceedings, entered thereon by either party in accordance with applicable law in any court of competent jurisdiction; provided, however, that if the conduct giving rise to the Liability for which indemnification is being sought has been the subject of another proceeding not directly involving the Indemnified Representative’s right to indemnification under this Agreement or otherwise, the Corporation shall be entitled to interpose, as a defense in any judicial enforcement proceeding on the arbitrators’ award, any prior final judicial determination adverse to the Indemnified Representative in such other proceeding. This arbitration provision shall be specifically enforceable. (e) Upon a payment under this Agreement to the Indemnified Representative with respect to any Liabilityunder this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to for such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. Promptly after receipt by CCSI of notice of the making or commencement by any third party of any claim, action, lawsuit, or proceeding as to which indemnification may be sought (a) a "Third Party Claim"), CCSI shall notify Indemnitors in writing of the commencement. The Indemnified Representative shall use his best efforts failure to notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation Indemnitors shall not relieve the Corporation of Indemnitors from any obligation which it liability that they may have under this section if Indemnitors are not prejudiced by the lack of such notice. However, if Indemnitors are prejudiced by the lack of such notice, Indemnitors shall not be responsible for that portion of the liability caused by the prejudice resulting from the lack of notice. If any such Third Party Claim is brought against CCSI, Indemnitors shall be entitled to participate and, to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon extent they may elect by written notice delivered promptly to the Indemnified RepresentativeCCSI after receiving notice from CCSI, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved CCSI. The parties agree to cooperate fully with each other in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance connection with the foregoingdefense, negotiation, or settlement of any such legal proceeding, claim, or demand. CCSI shall have the Corporation defends right to employ its own counsel in any such case, but the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expensesexpenses of this counsel shall be at the expense of CCSI unless (i) the employment of the Indemnified Representative incurred counsel shall have been authorized in writing by Indemnitors in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or action; (ii) the Corporation Indemnitors shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority have charge of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstandingthe action within a reasonable period of time after commencement of the action; or (iii) CCSI has reasonably concluded that there may be defenses available to it that are different from or additional to those available to Indemnitors, in which case Indemnitors shall not have the Indemnified Representative may elect right to retain counsel at the Indemnified Representative’s own cost and expense to participate in direct the defense of such Proceeding. (c) The Corporation this action on behalf of CCSI. In any of these situations, the fees and expenses of CCSI's counsel shall not be required to obtain borne by Indemnitors. Neither CCSI nor Indemnitors may settle any Third Party Claim without the consent of the Indemnified Representative to the settlement other. After any final judgment or award has been rendered by a court, arbitration board, or administrative agency of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement competent jurisdiction and the time in which to appeal from it has expired, a settlement grants the Indemnified Representative has been consummated, or Indemnitors and CCSI arrive at a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and mutually binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination agreement with respect to such matter; providedeach separate matter alleged to be indemnified by Indemnitors, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense CCSI shall forward to Indemnitors notice of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification sums due and owing by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liabilitythe matter, the Corporation and Indemnitors immediately shall be subrogated to the extent of such payment to pay all of the rights of the Indemnified Representative sums owing, by wire transfer or certified or bank cashier's check, to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rightsCCSI.

Indemnification Procedure. (a) The Indemnified Representative If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under Sections 4.1 or 4.2 of this Agreement, such indemnified party shall use his best efforts give written notice to notify the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly the Secretary after receipt by an indemnified party hereunder of the Corporation written notice of the commencement of any Proceeding action or proceeding with respect to which a claim for indemnification may be made pursuant to Sections 4.1 or 4.2 hereof, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the occurrence latter of the commencement of such action; provided, however, that the failure of any event which might indemnified party to give rise to a Liability under this Agreement, but the failure to so notify the Corporation notice as provided herein shall not relieve the Corporation indemnifying party of any obligation which obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after such notice from the Indemnified Representative under this Agreement indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or otherwise. (b) The Corporation shall be entitled, upon notice to other expenses subsequently incurred by the Indemnified Representative, latter in connection with the defense thereof unless the indemnifying party has failed to assume the defense of any Proceeding with such claim and to employ counsel reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to defense of a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation claim shall not be liable for the expenses (including attorneys’ fees and expenses) expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the Indemnified Representative incurred in connection with same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of such Proceeding subsequent any action brought against it if the indemnifying party fails to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed select counsel reasonably satisfactory to such Indemnified Representativethe indemnified party, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense expenses of such Proceedingdefense to be paid by the indemnifying party. The foregoing notwithstanding, the Indemnified Representative may elect No indemnifying party shall consent to retain counsel at the Indemnified Representative’s own cost and expense entry of any judgment or enter into any settlement with respect to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain a claim without the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementindemnified party, which consent shall not be unreasonably withheld. (d) Except , or unless such judgment or settlement includes as set forth herein, any dispute concerning an unconditional term thereof the right giving by the claimant or plaintiff to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters such indemnified party of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination release from all liability with respect to such matter; providedclaim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter which has been settled assumed by controlling precedentan indemnifying party, submit to a court of competent jurisdiction without the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication consent of such issue. The arbitration indemnifying party, which consent shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator unreasonably withheld or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictiondelayed. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative In the event that any party hereto discovers or otherwise becomes aware of an indemnification claim arising under Section 5.1 or Section 5.2 of this Agreement, such indemnified party shall use his best efforts give written notice to notify the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly the Secretary after receipt by an indemnified party hereunder of the Corporation written notice of the commencement of any Proceeding action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 5, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the occurrence latter of the commencement of such action; provided, however, that the failure of any event which might indemnified party to give rise to a Liability under this Agreement, but the failure to so notify the Corporation notice as provided herein shall not relieve the Corporation indemnifying party of any obligation which obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after such notice from the Indemnified Representative under this Agreement indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or otherwise. (b) The Corporation shall be entitled, upon notice to other expenses subsequently incurred by the Indemnified Representative, latter in connection with the defense thereof unless the indemnifying party has failed to assume the defense of any Proceeding with such claim and to employ counsel reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to defense of a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation claim shall not be liable for the expenses (including attorneys’ fees and expenses) expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the Indemnified Representative incurred in connection with same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of such Proceeding subsequent any action brought against it if the indemnifying party fails to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed select counsel reasonably satisfactory to such Indemnified Representativethe indemnified party, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense expenses of such Proceedingdefense to be paid by the indemnifying party. The foregoing notwithstanding, the Indemnified Representative may elect No indemnifying party shall consent to retain counsel at the Indemnified Representative’s own cost and expense entry of any judgment or enter into any settlement with respect to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain a claim without the consent of the Indemnified Representative indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to the such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any Proceeding such action, the defense of which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid been assumed by an Indemnified Representative in settlement indemnifying party, without the consent of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementindemnifying party, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best reasonable efforts to promptly notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. It shall be presumed at all times that the Indemnified Representative is entitled to indemnification and advancement of expenses under this Agreement. (b) The Except in an action or counterclaim by Indemnified Representative to recover amounts owed under this Agreement or pursuant to the DGCL, or any Subsidiary Law, of the Corporation's bylaws, , the Corporation shall be entitled, upon notice have the right to assume the Indemnified Representative, to assume the 's defense of any Proceeding with through counsel selected by the Corporation reasonably satisfactory to the Indemnified Representative. Indemnified Representative involved Parties shall have the right to employ separate counsel in any such Proceeding orand to participate in the defense thereof, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of but the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense expenses of such Proceeding subsequent to counsel shall be at the required noticeexpense of Indemnified Representative, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation shall have failed promptly to assume the defense thereof and employ counsel as provided above or (ii) the Corporation named parties to any such Proceeding (including impleaded parties) include Indemnified Representative and the Corporation, and Indemnified Representative shall not in fact have employed been advised by counsel reasonably satisfactory that there may be one or more legal defenses available to such Indemnified Representative, or it which would be materially adverse to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such ProceedingCorporation. (c) The Corporation shall not be required to obtain will not, without the prior written consent of the Indemnified Representative Representative, settle, compromise or consent to the settlement entry of any judgement in any pending or threatened Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the which indemnification or contribution may be sought hereunder (whether or not an Indemnified Representative is an actual or potential Liabilityparty to such Proceeding) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Representative hereunder from all liability arising out of such claim, action, suit or proceeding. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to Upon a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, rights including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his such Indemnified Representative’s best efforts promptly to notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure so to so notify the Corporation shall not relieve the Corporation of any obligation liability which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any such Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to or a majority of the Indemnified Representatives involved in such ProceedingProceeding if there be more than one. If, in accordance with the foregoing, If the Corporation defends notifies the Indemnified Representative of its election to defend the Proceeding, the Corporation shall not be liable have no liability for the expenses (including attorneys’ fees and expensesfees) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required such notice, unless any of the following pertain: (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or Corporation; (ii) the Corporation shall not not, in fact fact, have employed counsel reasonably satisfactory to such Indemnified Representative, Representative or to the such majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding; or (iii) it shall have been determined pursuant to a final adjudication that the Indemnified Representative was entitled to indemnification for such expenses under this Agreement or otherwise. The foregoing notwithstandingNotwithstanding the foregoing, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Except with respect to criminal matters and injunctive or other non-monetary relief, the Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and an unqualified release in respect of all Liabilities at issue in the potential LiabilityProceeding. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented in writing to such settlement, settlement (which consent shall not be unreasonably withheldwithheld or delayed). (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to Upon a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liabilityunder this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to for such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative To be eligible for the Cara Indemnitees to be indemnified hereunder, Cara shall use his best efforts to notify promptly the Secretary provide VFMCRP with prompt notice of the Corporation Third Party Claim giving rise to the indemnification obligation under Section 9.5 (provided that any delay in giving such notice shall not exempt VFMCRP from its indemnity, hold harmless and defense obligations if such delay does not cause any material prejudice to VFMCRP) and the exclusive (provided that VFMCRP timely undertakes and continues to fully defend against the Third Party Claim) ability to defend or settle any such claim; provided however that VFMCRP shall not enter into any settlement for damages, or that imposes upon any Cara Indemnitee any obligation or liability, without Cara’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned. Cara shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any claim or suit that has been assumed by VFMCRP, provided that VFMCRP shall in any event control the defense of the commencement of any Proceeding claim or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwisesuit. (b) The Corporation To be eligible for the VFMCRP Indemnitees to be indemnified hereunder, VFMCRP shall be entitled, upon provide Cara with prompt notice of the Third Party Claim giving rise to the Indemnified Representativeindemnification obligation under Section 9.6 (provided that any delay in giving such notice shall not exempt Cara from its indemnity, hold harmless and defense obligations if such delay does not cause any material prejudice to assume Cara) and the exclusive (provided that Cara timely undertakes and continues to fully defend against the Third Party Claim) ability to defend or settle any such claim; provided however that Cara shall not enter into any settlement for damages, or that imposes upon any VFMCRP Indemnitee any obligation or liability, without VFMCRP’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned. VFMCRP shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved claim or suit that has been assumed by Cara, provided that Cara shall in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with any event control the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation claim or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceedingsuit. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this Section 1.10 of the Corporation notice of the commencement of any Proceeding or the occurrence of any event which might give rise action, such indemnified party will, if a claim in respect thereof is to a Liability be made against an indemnifying party under this AgreementSection 1.10, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved indemnifying party in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority writing of the Indemnified Representatives involved commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceedingclaim and shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld. The foregoing notwithstandingNotwithstanding the foregoing, the Indemnified Representative may elect parties entitled to retain indemnification shall have the right to employ separate counsel at (reasonably satisfactory to the Indemnified Representative’s own cost and expense indemnifying party) to participate in the defense thereof, but (assuming the indemnifying party has assumed the defense of the relevant action as aforesaid) the fees and expenses of such Proceeding. (c) The Corporation counsel shall be the expense of such indemnified parties unless the named parties to such action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, in which case, if the indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the reasonable expense of the indemnifying party, the indemnifying party shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning have the right to indemnification under this Agreement and any other dispute arising hereunderassume the defense of such action or proceeding on behalf of the indemnified party, including but not limited to matters of validityas the case may be, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; providedit being understood, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a directorindemnifying party shall not, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless any such action or proceeding or separate or substantially similar or related action or proceeding in the opinion same jurisdiction arising out of its the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any time for the matter has been settled indemnifying party and all indemnified parties, which counsel shall be designated in writing by controlling precedent, submit the Holder. If the indemnifying party withholds consent to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed settlement or proposed settlement by the final adjudication of such issue. The arbitration indemnified party, it shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration acknowledge to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a indemnified party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionits indemnification obligations hereunder. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under Section 9.1.3 or 9.1.4 of the Corporation notice of the commencement of any Proceeding action for which a claim for indemnification is to be made against Borrower, such indemnified party shall notify Borrower or the occurrence Manager, as applicable, in writing of any event which might give rise to a Liability under this Agreementsuch commencement, but the failure omission to so notify the Corporation shall Borrower or Manager, as applicable, will not relieve the Corporation of Borrower or Manager, as applicable, from any obligation which liability that it may have to any indemnified party hereunder except to the Indemnified Representative under this Agreement extent that failure to notify causes prejudice to Borrower or otherwise. (b) The Corporation shall Manager, as applicable. In the event that any action is brought against any indemnified party, and it notifies Borrower or Manager, as applicable, of the commencement thereof, Borrower or Manager, as applicable, will be entitled, upon notice jointly with any other indemnifying party, to participate therein and, to the Indemnified Representativeextent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense of any Proceeding thereof with counsel reasonably satisfactory to such indemnified party. After notice from Borrower or Manager, as applicable, to such indemnified party under this Section 9.1.5, Borrower or Manager, as applicable, shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Representative involved in such Proceeding ordefense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both Borrower or Manager, as applicable, and an indemnified party, and any indemnified party shall have reasonably concluded that there be more than one (1) Indemnified Representative involved 112 are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to Borrower or Manager, as applicable, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceedingaction on behalf of such indemnified party or parties. Borrower or Manager, to a majority of the Indemnified Representatives involved in such Proceeding. Ifas applicable, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, separate counsel unless there are legal defenses available to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect it that are different from or additional to retain counsel at the Indemnified Representative’s own cost and expense those available to participate in the defense of such Proceedinganother indemnified party. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. Promptly after receipt by an indemnified party under subsection (a), (b) The Indemnified Representative shall use his best efforts to notify promptly the Secretary or (c) of the Corporation this Section 11 of notice of the commencement of any Proceeding or action, such indemnified party shall, if a claim in respect thereof is to be made against the occurrence indemnifying party under such subsection, notify the indemnifying party in writing of any event which might give rise to a Liability under this Agreement, the commencement thereof; but the failure omission so to so notify the Corporation indemnifying party shall not relieve the Corporation of it from any obligation liability which it may have to the Indemnified Representative any indemnified party otherwise than under this Agreement or otherwise. (b) The Corporation such subsection. In case any such action shall be entitledbrought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, upon notice the indemnifying party shall be entitled to participate therein and, to the Indemnified Representativeextent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense of any Proceeding thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority consent of the Indemnified Representatives involved in indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such Proceeding. If, in accordance with indemnified party of its election so to assume the foregoingdefense thereof, the Corporation defends the Proceeding, the Corporation indemnifying party shall not be liable to such indemnified party under such subsection for the any legal expenses (including attorneys’ fees and of other counsel or any other expenses) of the Indemnified Representative , in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation provided, that, if indemnity is sought pursuant to Section 11(a), then, in addition to the fees and expenses of such Proceeding subsequent counsel for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one counsel (in addition to any local counsel) separate from its own counsel and that of the other indemnified parties. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the required noticeentry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such expenses (including attorneys’ fees) have been authorized by the Corporation action or claim and (ii) the Corporation shall does not in fact have employed counsel reasonably satisfactory include a statement as to such Indemnified Representativeor an admission of fault, culpability or a failure to the majority of Indemnified Representatives if more than one (1) is involvedact, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement by or on behalf of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheldindemnified party. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under Section 9.1.3 above or Section 9.1.4 above of the Corporation notice of the commencement of any Proceeding or the occurrence action for which a claim for indemnification is to be made against Borrower, such indemnified party shall notify Borrower in writing of any event which might give rise to a Liability under this Agreementsuch commencement, but the failure omission to so notify the Corporation shall Borrower will not relieve the Corporation of Borrower from any obligation which liability that it may have to any indemnified party hereunder except to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall extent that failure to notify causes prejudice to Borrower. If any action is brought against any indemnified party, and it notifies Borrower of the commencement thereof, Borrower will be entitled, upon notice jointly with any other indemnifying party, to participate therein and, to the Indemnified Representativeextent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense of any Proceeding thereof with counsel reasonably satisfactory to such indemnified party in its discretion. After notice from Borrower to such indemnified party under this Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Representative involved in such Proceeding ordefense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both Borrower and an indemnified party, and any indemnified party shall have reasonably concluded that there be more than one (1) Indemnified Representative involved are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceeding, to a majority action on behalf of the Indemnified Representatives involved in such Proceedingindemnified party or parties. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation Borrower shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, separate counsel unless there are legal defenses available to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect it that are different from or additional to retain counsel at the Indemnified Representative’s own cost and expense those available to participate in the defense of such Proceedinganother indemnified party. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts In the event that the Company believes that it is entitled to notify promptly indemnification under the Secretary provisions of the Corporation Undertaking, it shall deliver to the Escrow Holder a certificate setting forth in reasonable detail (i) the reason for which it claims indemnification, to which certificate shall be attached such documents as the Company has in its possession relating to the claim (other than privileged documents), (ii) the amount of the commencement Company’s claim and (iii) its calculation of any Proceeding or the occurrence number of any event which might give rise shares of the Company’s Common Stock to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have is entitled to satisfy its claim (the “Seller’s Certificate”). The Escrow Holder shall give notice of said claim to the Indemnified Representative under this Agreement or otherwise. Seller, transmitting a copy of said certificate with said notice. If the Seller fails, within ten (b10) The Corporation Business Days after the Seller is given said notice, to deliver to the Escrow holder a written response to said notice, Seller shall be entitled, upon have no claim to said shares. If Seller delivers a notice to the Indemnified RepresentativeEscrow Holder, claiming that the Company is entitled to assume no shares or a lesser number of shares than the defense Seller claimed in the Seller’s Certificate, Seller shall be entitled to the number of shares as to which no controversy exists, and, notwithstanding any other provision of this Escrow Agreement, the Escrow Holder shall not deliver to the Seller certificates representing the shares in controversy until the controversy be resolved by written agreement between the Seller and the Company or a final and unappealable Order shall have been entered. Seller shall maintain custody of any Proceeding with counsel reasonably satisfactory shares to which the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation Company is entitled until it shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless have received (i) such expenses (including attorneys’ fees) have been authorized a stock power signed by Seller and bearing a Signature Guarantee, transferring said shares to the Corporation Company, or (ii) some other instrument or Order sufficient for the Corporation Company’s transfer agent so to transfer said shares. Upon the Escrow Holder’s receipt of such stock power, instrument or Order, the Escrow Holder shall not in fact have employed counsel reasonably satisfactory deliver certificates representing at least the number of shares to which the Company is entitled, together with such Indemnified Representativestock power, instrument or Order, to said transfer agent, instructing it (i) to issue a certificate representing the number of shares to which the Company is entitled to the majority Company and deliver it to the Company at its address for notice and (ii) to issue a certificate representing the balance of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, shares represented by the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate certificates so delivered in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent name of the Indemnified Representative Seller and deliver it to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 Escrow Holder (the “ActBalance Certificate”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction). (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified ------------------------- party under this Section 2.7 of the Corporation notice of the any commencement of any Proceeding or the occurrence of any event action which might may give rise to a Liability claim for indemnification hereunder, such indemnified party will,- if a claim in respect thereof is to be made against an indemnifying party under this AgreementSection 2.7, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved indemnifying party in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority writing of the Indemnified Representatives involved commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceedingclaim, and shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld. The foregoing notwithstandingNotwithstanding the foregoing, the Indemnified Representative may elect parties entitled to retain indemnification shall have the right to employ separate counsel at (reasonably satisfactory to the Indemnified Representative’s own cost and expense indemnifying party) to participate in the defense thereof, but the fees and expenses of such Proceeding. counsel shall be at the expense of such indemnified parties unless the named parties to such action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (c) The Corporation in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of the indemnifying party, the indemnifying party shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning have the right to indemnification under this Agreement and any other dispute arising hereunderassume the defense of such action or proceeding on behalf of the indemnified parties, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; providedit being understood, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a directorindemnifying party shall not, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless any such action or proceeding or separate or substantially similar or related action or proceeding in the opinion same jurisdiction arising out of its the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel the matter has been settled by controlling precedentat any time for all indemnified parties, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed which counsel shall be designated in the Act and will be governed writing by the final adjudication Purchasers of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect a majority of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionRegistrable Securities). (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) If any BRKR Indemnified Party intends to seek indemnification pursuant to this Article X, such BRKR Indemnified Party shall promptly notify Invest Shareholders in writing. The BRKR Indemnified Representative shall use his best efforts to notify promptly the Secretary of the Corporation of the commencement Party will provide Invest Shareholders with prompt notice of any Proceeding or the occurrence third-party claim in respect of any event which might give rise to a Liability under this Agreement, but the indemnification is sought. The failure to so notify the Corporation shall provide either such notice will not relieve the Corporation of affect any obligation which it may have rights hereunder except to the Indemnified Representative under this Agreement or otherwiseextent Invest Shareholders are materially prejudiced thereby. (b) The Corporation shall be entitledIf such claim involves a claim by a Third Party against the BRKR Indemnified Parties, Invest Shareholders may, upon notice to the BRKR Indemnified RepresentativeParties, assume, through counsel of Invest Shareholders’ choosing and at Invest Shareholders’ expense, the settlement or defense thereof, and the BRKR Indemnified Parties shall reasonably cooperate with Invest Shareholders in connection therewith; provided, that the BRKR Indemnified Parties may participate in such settlement or defense through counsel chosen by them; provided, further, that if the BRKR Indemnified Parties reasonably determine that representation by the counsel of Invest Shareholders and the BRKR Indemnified Parties may present such counsel with a conflict of interests, then Invest Shareholders shall pay the reasonable fees and expenses of the BRKR Indemnified Parties’ counsel. Notwithstanding anything in this Section 10.3 to assume the defense contrary, Invest Shareholders may not, without the prior written consent of the BRKR Indemnified Parties, settle or compromise any action or consent to the entry of any Proceeding judgment, such consent not to be unreasonably withheld. So long as Invest Shareholders are contesting any such claim in good faith, the BRKR Indemnified Parties shall not pay or settle any such claim without Invest Shareholders’ consent, such consent not to be unreasonably withheld. If Invest Shareholders are not contesting such claim in good faith, then the BRKR Indemnified Parties may conduct and control, through counsel of their own choosing and at Invest Shareholders’ expense, the settlement or defense thereof, and Invest Shareholders shall cooperate with counsel reasonably satisfactory to the Indemnified Representative involved it in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority connection therewith. The failure of the BRKR Indemnified Representatives involved in Parties to participate in, conduct or control such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation defense shall not be liable for the expenses (including attorneys’ fees and expenses) relieve Invest Shareholders of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) any obligation they may have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceedinghereunder. (c) The Corporation Notwithstanding anything to the contrary in this Section 10.3, to the extent a claim for which indemnification is sought by BRKR Indemnified Parties relates to Taxes for a taxable period beginning on or before and ending after the Closing Date, Invest Shareholders and BRKR shall not be required jointly control any proceeding in respect of such claim and neither party shall settle or compromise any action or consent to obtain the entry of any judgment with respect thereto without the prior written consent of the Indemnified Representative other party, such consent not to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary If any of the Corporation of the commencement of any Proceeding Seller Related Parties or the occurrence of Purchaser Related Parties (as the case may be) (each, an “Indemnitee”) is entitled to defense or indemnification under any event which might give rise to a Liability under provision in this Agreement, but the failure Party required to so notify provide defense or indemnification (the Corporation “Indemnitor”) to such Indemnitee shall not relieve the Corporation be obligated to defend, indemnify or hold harmless such Indemnitee unless and until such Indemnitee provides written notice to such Indemnitor reasonably promptly after such Indemnitee has actual knowledge of any facts or circumstances which provide the basis for such Indemnitee's claim for defense and indemnification (each, an "Indemnification Claim") and describing in reasonable detail the facts and circumstances providing the basis for such Indemnification Claim. If an Indemnitor has an obligation which it may have to the Indemnified Representative under this Agreement or otherwise. to defend, indemnify and hold harmless the Indemnitee, such Indemnitor shall assume such defense and provide such indemnification, at the Indemnitor’s sole cost and expense, and shall use good faith efforts consistent with reasonably prudent business judgment to provide such defense, provided that (bi) The Corporation the counsel for the Indemnitor who is conducting such defense shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one Indemnitee (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized selected by the Corporation or Indemnitor’s insurance company); (ii) the Corporation Indemnitee, at its sole cost and expense, may participate in, but shall not in fact have employed counsel reasonably satisfactory to control or interfere with, such Indemnified Representative, or to defense; and (iii) the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation Indemnitor shall not be required to obtain the consent enter into any writing stating any admission of the Indemnified Representative to the liability or culpability or any settlement of or other agreement which requires any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended performance by the CorporationIndemnitee, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment of money which shall be paid by the Corporation of expenses incurred or paid by a directorIndemnitor, officerunless the Indemnitee is fully released in writing from all liabilities, or controlling person of duties and obligations relating thereto. An Indemnitor shall not be obligated hereunder to indemnify the Corporation in the successful defense of Indemnitee with respect to any settlement agreement relating to any action, suit, proceeding, investigation or proceeding) like matter which is asserted asserted, initiated or threatened by a directorperson or entity other than the parties hereto and/or their Affiliates and/or their respective successors and assigns, officerwhich agreement such Indemnitee enters into without the Indemnitor’s prior written consent, or controlling person in connection with securities being registered under the Act, the Corporation will, unless which consent may be withheld in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issueIndemnitor’s sole discretion. The arbitration provisions of this Section 6.12 shall be conducted in accordance with survive the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three Closing (3) arbitrators, the first of whom and shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, deemed merged into any instrument of conveyance delivered at the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionClosing). (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) If any Purchaser Indemnified Party intends to seek indemnification pursuant to this Article IX, such Purchaser Indemnified Party shall promptly notify Sellers in writing. The Purchaser Indemnified Representative shall use his best efforts to notify promptly the Secretary of the Corporation of the commencement Party will provide Sellers with prompt notice of any Proceeding or the occurrence third-party claim in respect of any event which might give rise to a Liability under this Agreement, but the indemnification is sought. The failure to so notify the Corporation shall provide either such notice will not relieve the Corporation of affect any obligation which it may have rights hereunder except to the Indemnified Representative under this Agreement or otherwiseextent Sellers are materially prejudiced thereby. (b) The Corporation shall be entitledIf such claim involves a claim by a third-party against the Purchaser Indemnified Parties, Sellers may, upon notice to the Purchaser Indemnified RepresentativeParties, assume, through counsel of Sellers’ choosing and at Sellers’ expense, the settlement or defense thereof, and the Purchaser Indemnified Parties shall reasonably cooperate with Sellers in connection therewith; provided that the Purchaser Indemnified Parties may participate in such settlement or defense through counsel chosen by them; provided, further, that if the Purchaser Indemnified Parties reasonably determine that representation by the counsel of Sellers and the Purchaser Indemnified Parties may present such counsel with a conflict of interests, then Sellers shall pay the reasonable fees and expenses of the Purchaser Indemnified Parties’ counsel. Notwithstanding anything in this Section 9.3 to assume the defense contrary, Sellers may not, without the prior written consent of the Purchaser Indemnified Parties, settle or compromise any action or consent to the entry of any Proceeding judgment, such consent not to be unreasonably withheld. So long as Sellers’ are contesting any such claim in good faith, the Purchaser Indemnified Parties shall not pay or settle any such claim without Sellers’ consent, such consent not to be unreasonably withheld. If Sellers are not contesting such claim in good faith, then the Purchaser Indemnified Parties may conduct and control, through counsel of their own choosing and at Sellers’ expense, the settlement or defense thereof, and Sellers shall cooperate with counsel reasonably satisfactory to the Indemnified Representative involved it in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority connection therewith. The failure of the Purchaser Indemnified Representatives involved in Parties to participate in, conduct or control such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation defense shall not be liable for the expenses (including attorneys’ fees and expenses) relieve Sellers of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) any obligation they may have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceedinghereunder. (c) The Corporation Notwithstanding anything to the contrary in this Section 9.3, to the extent a claim for which indemnification is sought by Purchaser Indemnified Parties relates to Taxes for a taxable period beginning on or before and ending after the Closing Date, Sellers and Purchaser shall not be required jointly control any proceeding in respect of such claim and neither party shall settle or compromise any action or consent to obtain the entry of any judgment with respect thereto without the prior written consent of the Indemnified Representative other party, such consent not to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this Section 6 of the Corporation notice of the commencement of any Proceeding or action, the occurrence of any event which might give rise indemnified party shall, if a claim in respect thereof is to a Liability be made against an indemnifying party under this AgreementSection 6, but notify such indemnifying party in writing of the commencement of that action; provided, however, that the failure to so notify the Corporation indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the Corporation extent it has been materially prejudiced by such failure (through the forfeiture of substantive rights or defenses); and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any obligation liability which it may have to the Indemnified Representative an indemnified party otherwise than under this Agreement or otherwise. (b) The Corporation Section 6. If any such action shall be entitledbrought against an indemnified party, upon notice and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the Indemnified Representativeextent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of any Proceeding such action with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding orindemnified party (which counsel shall not, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority except with the written consent of the Indemnified Representatives involved in indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding. Ifaction, in accordance with the foregoingexcept as provided herein, the Corporation defends the Proceeding, the Corporation indemnifying party shall not be liable to the indemnified party under Section 6 for any legal or other expenses subsequently incurred by the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred indemnified party in connection with the defense of such Proceeding subsequent action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to the required notice, unless (i) employ separate counsel in any such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost action and expense to participate in the defense of such Proceeding. action but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (a) the employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 6(i) or the Representative in the case of a claim for indemnification under Section 6(ii), (b) such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, or (c) The Corporation the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not be required have the right to obtain assume the consent defense of (or, in the case of a failure to diligently defend the action after assumption of the Indemnified Representative defense, to the settlement continue to defend) such action on behalf of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement indemnified party and the settlement grants indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Representative a complete and unqualified release defense of such action; provided, however, that the indemnifying party shall not, in respect connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the potential Liability. The Corporation shall not same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (in addition to any local counsel), which firm shall be designated in writing by the Representative if the indemnified parties under this Section 6 consist of any Underwriter Indemnified Party or by the Company if the indemnified parties under this Section 6 consist of any Company Indemnified Parties. Subject to this Section 6(iii), the amount paid payable by an Indemnified Representative indemnifying party under Section 6 shall include, but not be limited to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any Proceeding that is of the foregoing. No indemnifying party shall, without the prior written consent of the indemnified parties, which shall not defended by be unreasonably withheld, conditioned or delayed, settle or compromise or consent to the Corporationentry of judgment with respect to any pending or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual or potential parties thereto), unless the Corporation has consented to such settlement, compromise or consent (a) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out of such action or claim and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld. (d) Except as set forth hereinwithheld or delayed), but if settled with its written consent, if its consent has been unreasonably withheld or delayed or if there be a judgment for the plaintiff in any dispute concerning such matter, the right indemnifying party agrees to indemnification under this Agreement indemnify and hold harmless any other dispute arising hereunderindemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, including but not limited to matters if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of validitycounsel, interpretation, application, and enforcement, such indemnifying party agrees that it shall be determined exclusively liable for any settlement effected without its written consent if (a) such settlement is entered into more than 45 days after receipt by and through final and binding arbitration in Philadelphiasuch indemnifying party of the request for reimbursement, Pennsylvania, each (b) such indemnifying party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect shall have received notice of the terms of such settlement at least 30 days prior to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 settlement being entered into and (the “Act”c) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of indemnifying party shall not have reimbursed such issue. The arbitration shall be conducted indemnified party in accordance with such request prior to the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year date of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionsettlement. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his such Indemnified Representative's best efforts promptly to notify promptly the Secretary of the Corporation of the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure so to so notify the Corporation shall not relieve the Corporation of any obligation liability which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any such Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to or a majority of the Indemnified Representatives involved in such ProceedingProceeding if there be more than one. If, in accordance with the foregoing, If the Corporation defends notifies the Indemnified Representative of its election to defend the Proceeding, the Corporation shall not be liable have no liability for the expenses (including attorneys’ fees and expenses' fees) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required such notice, unless any of the following pertain: (i) such expenses (including attorneys’ ' fees) have been authorized by the Corporation or Corporation; (ii) the Corporation shall not not, in fact fact, have employed counsel reasonably satisfactory to such Indemnified Representative, Representative or to the such majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding; or (iii) it shall have been determined pursuant to Section 5(d) that the Indemnified Representative was entitled to indemnification for such expenses under this Agreement or otherwise. The foregoing notwithstandingNotwithstanding the foregoing, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s 's own cost and expense to participate in the defense of such Proceeding. (c) The Except with respect to criminal matters and injunctive or other non‑monetary relief, the Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and an unqualified release in respect of all Liabilities at issue in the potential LiabilityProceeding. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented in writing to such settlement, settlement (which consent shall not be unreasonably withheldwithheld or delayed). (d) Except as set forth herein, any Any dispute concerning related to the right to indemnification under this Agreement and any other dispute arising or advancement of expenses hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination except with respect to such matter; provided, however, that in the event that a claim indemnification for indemnification against liabilities Liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by 1933, as amended, which the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, undertaken to submit to a court of competent jurisdiction the question whether such indemnification for adjudication, shall be enforceable only by it is against public policy as expressed arbitration in the Act and will City of Cincinnati, Ohio (or such other metropolitan area to which the Corporation's executive offices may be governed by the final adjudication of such issue. The arbitration shall be conducted relocated), in accordance with the commercial arbitration rules then in effect of the American Arbitration Association Association, before a panel of three (3) arbitrators, the first one of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, Representative and the third of whom shall be selected by the other two (2) arbitrators. If In the absence of the American Arbitration Association or if for any reason arbitration under the commercial arbitration rules of the American Arbitration Association cannot be initiatedinitiated or if the arbitrators selected by the Corporation and the Indemnified Representative cannot agree on the selection of the third arbitrator within thirty (30) days after such time as the Corporation and the Indemnified Representative have each been notified of the selection of the other's arbitrator, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvaniathe metropolitan area where arbitration under this subsection would otherwise have been conducted. Each arbitrator selected as provided herein is required to be serving or to have served as been a director or an executive officer of a corporation whose shares of common stock, stock were listed during at least one year of such service, were quoted in the NASDAQ National Market System or listed service on the New York Stock Exchange or the American Stock ExchangeExchange or quoted on the National Association of Securities Dealers Automated Quotations System. The party or parties challenging the right of an Indemnified Representative to the benefits of this Agreement shall have the burden of proof. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees' fees and disbursements) incurred in successfully prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporationarbitration. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be enforced, without further evidence or proceedings, entered thereon by either party in accordance with applicable law in any court of competent jurisdiction; provided, however, that if the conduct giving rise to the Liability for which indemnification is being sought has been the subject of another proceeding not directly involving the Indemnified Representative's right to indemnification under this Agreement or otherwise, the Corporation shall be entitled to interpose, as a defense in any judicial enforcement proceeding on the arbitrators' award, any prior final judicial determination adverse to the Indemnified Representative in such other proceeding. This arbitration provision shall be specifically enforceable. (e) Upon a payment under this Agreement to the Indemnified Representative with respect to any Liabilityunder this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to for such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (ai) The Promptly after receipt by a Buyer Indemnified Representative Party of notice by a third party of any complaint or the commencement of any action or proceeding with respect to which indemnification is being sought under this Agreement, such Buyer Indemnified Party shall use his best efforts to notify promptly the Secretary Seller of the Corporation such complaint or of the commencement of any Proceeding such action or the occurrence of any event which might give rise to a Liability under this Agreementproceeding; provided, but the however, that failure to so notify the Corporation Seller shall not relieve the Corporation of any obligation which it may have Seller from liability for such claims except and only to the Indemnified Representative under this Agreement extent that such failure to notify the Seller results in the forfeiture of, or otherwise. (b) otherwise prejudices Seller's ability to establish, rights and defenses otherwise available to the Seller with respect to such claim. The Corporation Seller shall be entitledhave the right, upon written notice to the Buyer Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involvedParty, to assume the defense of such Proceedingaction or proceeding, including the employment of counsel reasonably satisfactory to the Buyer Indemnified Party and the payment of the fees and disbursements of such counsel as incurred. The foregoing notwithstanding, If the Indemnified Representative may Seller does not elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in assume control of the defense of any such Proceeding. (c) The Corporation claims, the Seller shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended bound by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination results otherwise obtained with respect to such matterclaim. In the event, however, that the Seller declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to such Buyer Indemnified Party, in either case in a timely manner, then such Buyer Indemnified Party may employ counsel to represent or defend it in any such action or proceeding and the Seller shall pay the reasonable fees and disbursements of such counsel upon receipt of an invoice; provided, however, that the Seller shall not be required to pay the fees and disbursements of more than one counsel for all Buyer Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought under this Agreement, the Buyer Indemnified Parties or the Seller, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Buyer Indemnified Parties or the Seller, as the case may be, shall at all times use reasonable efforts to keep the Seller or the Buyer Indemnified Parties, as the case may be, reasonably apprised of the status of the defense of any claim the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. (ii) No Buyer Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought from the Seller under this Agreement without the prior written consent of the Seller, unless such settlement, compromise or consent includes an unconditional release of the Seller from all liability arising out of such claim and does not contain any equitable order, judgment or term which affects, restrains or interferes with the business of Seller. Seller shall not, without the prior written consent of Buyer, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought under this Agreement unless such settlement, compromise or consent includes an unconditional release of the Buyer Indemnified Parties from all liability arising out of such claim and does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of Buyer, any of the Buyer Indemnified Parties or any of their respective affiliates. (iii) In the event that a Buyer Indemnified Party does claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the a right to payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(dAgreement, such Buyer Indemnified Party shall send written notice of such claim to Seller. Such notice shall specify the basis for such claim. As promptly as possible after the Buyer Indemnified Party has given such notice, such Buyer Indemnified Party and the Seller shall establish the merits and amount of such claim (by mutual agreement, litigation, arbitration, mediation or otherwise) through an action for specific performance and, within five (5) business days of the final determination of the merits and that any award entered by amount of such claim, the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement Seller shall deliver to the Buyer Indemnified Representative with respect Party an amount of cash in immediately available funds in either case in an amount sufficient to any Liability, the Corporation shall be subrogated to the extent of satisfy and discharge in full such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions claim as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rightsso determined.

Indemnification Procedure. 7.4.1 Any party claiming indemnification under this Section 8 (athe “Claimant”) The Indemnified Representative shall use his best efforts must deliver (by courier or registered or certified mail, postage prepaid) to notify promptly the Secretary of party from whom indemnity is sought (the Corporation of the commencement “Indemnitor”) written notice (an “Indemnity Notice”) of any Proceeding or claim under this Section 8 (an “Indemnification Claim”) reasonably promptly after Claimant becomes aware of its existence. Upon the occurrence written request of Indemnitor, Claimant must furnish to Indemnitor copies of any event which might give rise documents specifically requested that directly relate to any Indemnification Claim and are in the possession or control of Claimant. If any such Indemnification Claim relates to a Liability under this Agreementclaim against Claimant by a third person or entity, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may Indemnitor will have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereundernegotiate, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to defend and/or settle such matterclaim; provided, however, that the Indemnitor will pay any and all losses, costs, damages, claims, liabilities, or expenses relating to such negotiation, defense, or settlement. 7.4.2 Within forty-five (45) days after the receipt of an Indemnity Notice, Indemnitor may dispute the validity of an Indemnification Claim by delivering written notice (by courier or registered or certified mail, postage prepaid) of its dispute to Claimant (a “Dispute Notice”). If Indemnitor does not dispute the Indemnification Claim by delivering such a Dispute Notice, then it must pay to Claimant the amount of damage, loss, cost or expense set forth in the event that Indemnity Notice (including any reasonable fees and disbursements of Claimant or its agents as set forth therein). If Indemnitor disputes the Indemnification Claim by timely delivering a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred Dispute Notice, then no parties will commence any action or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person proceeding in connection with securities being registered under the Act, disputed Indemnification Claim for a period of ninety (90) days after receipt of the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act Dispute Notice and will be governed by negotiate in good faith and with reasonable diligence during such period to settle or compromise the final adjudication of disputed Indemnification Claim. If the parties are unable to resolve such issue. The arbitration dispute within such 90-day period, Claimant shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit entitled to enforce such rightsIndemnification Claim by exercising all legal rights and remedies available to Claimant, including, without limitation, by commencing an action or proceeding to enforce such Indemnification Claim.

Indemnification Procedure. (a) The Indemnified Representative If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under Section 4.1 of this Agreement, such indemnified party shall use his best efforts give written notice to notify the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly the Secretary after receipt by an indemnified party hereunder of the Corporation written notice of the commencement of any Proceeding action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 5, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the occurrence latter of the commencement of such action; provided, however, that the failure of any event which might indemnified party to give rise to a Liability under this Agreement, but the failure to so notify the Corporation notice as provided herein shall not relieve the Corporation indemnifying party of any obligation which obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after such notice from the Indemnified Representative under this Agreement indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or otherwise. (b) The Corporation shall be entitled, upon notice to other expenses subsequently incurred by the Indemnified Representative, latter in connection with the defense thereof unless the indemnifying party has failed to assume the defense of any Proceeding with such claim and to employ counsel reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to defense of a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation claim shall not be liable for the expenses (including attorneys’ fees and expenses) expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the Indemnified Representative incurred in connection with same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of such Proceeding subsequent any action brought against it if the indemnifying party fails to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed select counsel reasonably satisfactory to such Indemnified Representativethe indemnified party, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense expenses of such Proceedingdefense to be paid by the indemnifying party. The foregoing notwithstanding, the Indemnified Representative may elect No indemnifying party shall consent to retain counsel at the Indemnified Representative’s own cost and expense entry of any judgment or enter into any settlement with respect to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain a claim without the consent of the Indemnified Representative indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to the such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any Proceeding such action, the defense of which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid been assumed by an Indemnified Representative in settlement indemnifying party, without the consent of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementindemnifying party, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative In the event that any party discovers or otherwise becomes aware of an indemnification claim arising under Section 5.1 or Section 5.2 of this Agreement, such indemnified party shall use his best efforts give written notice to notify the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly the Secretary after receipt by an indemnified party hereunder of the Corporation written notice of the commencement of any Proceeding action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article V, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the occurrence latter of the commencement of such action; provided, however, that the failure of any event which might indemnified party to give rise to a Liability under this Agreement, but the failure to so notify the Corporation notice as provided herein shall not relieve the Corporation indemnifying party of any obligation which obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after such notice from the Indemnified Representative under this Agreement indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or otherwise. (b) The Corporation shall be entitled, upon notice to other expenses subsequently incurred by the Indemnified Representative, latter in connection with the defense thereof unless the indemnifying party has failed to assume the defense of any Proceeding with such claim and to employ counsel reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to defense of a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation claim shall not be liable for the expenses (including attorneys’ fees and expenses) expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the Indemnified Representative incurred in connection with same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of such Proceeding subsequent any action brought against it if the indemnifying party fails to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed select counsel reasonably satisfactory to such Indemnified Representativethe indemnified party, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense expenses of such Proceedingdefense to be paid by the indemnifying party. The foregoing notwithstanding, the Indemnified Representative may elect No indemnifying party shall consent to retain counsel at the Indemnified Representative’s own cost and expense entry of any judgment or enter into any settlement with respect to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain a claim without the consent of the Indemnified Representative indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to the such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any Proceeding such action, the defense of which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid been assumed by an Indemnified Representative in settlement indemnifying party, without the consent of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementindemnifying party, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an ------------------------- indemnified party under Section 9.1.3 or 9.1.4 of the Corporation notice of the commencement of any Proceeding action for which a claim for indemnification is to be made against Borrower or NACC, as the occurrence case may be, such indemnified party shall notify the indemnitor in writing of any event which might give rise to a Liability under this Agreementsuch commencement, but the failure omission to so notify the Corporation shall indemnitor will not relieve Borrower or NACC, as the Corporation of case may be, from any obligation which it liability that such indemnitor may have to any indemnified party hereunder except to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall extent that failure to notify causes prejudice to the indemnitor. In the event that any action is brought against any indemnified party, and such party notifies the indemnitor of the commencement thereof, the indemnitor will be entitled, upon notice jointly with any other indemnifying party, to participate therein and, to the Indemnified Representativeextent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense of any Proceeding thereof with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in indemnified party. After notice from Borrower to such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoingindemnified party under this Section 9.1.5, the Corporation defends the Proceeding, the Corporation indemnitor shall not be liable responsible for the any legal or other expenses (including attorneys’ fees and expenses) of the Indemnified Representative subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such Proceeding subsequent action include both the indemnitor and the indemnifying party, and the indemnitor shall have reasonably concluded that there are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the required noticeindemnitor, unless (i) then the indemnified party or parties shall have the right to select separate counsel to assert such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory legal defenses and to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to otherwise participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent action on behalf of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liabilityindemnified party or parties. The Corporation indemnitor shall not be liable for to any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each indemnified party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting of more than one separate counsel unless there are legal defenses available to it that are different from or defending such arbitration additional to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, those available to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionanother indemnified party. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this Section 7 of the Corporation notice of the commencement of any Proceeding or the occurrence of any event which might give rise action, such indemnified party will, if a claim in respect thereof is to a Liability be made against an indemnifying party under this AgreementSection 7, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved indemnifying party in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority writing of the Indemnified Representatives involved commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceedingclaim, and shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld. The foregoing notwithstandingNotwithstanding the foregoing, the Indemnified Representative may elect parties entitled to retain indemnification shall have the right to employ separate counsel at (reasonably satisfactory to the Indemnified Representative’s own cost and expense indemnifying party) to participate in the defense thereof, but the fees and expenses of such Proceeding. counsel shall be the expense of such indemnified parties unless the named parties to such action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (c) The Corporation in which case, if the indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the reasonable expense of the indemnifying party, the indemnifying party shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning have the right to indemnification under this Agreement and any other dispute arising hereunderassume the defense of such action or proceeding on behalf of the indemnified party, including but not limited to matters of validityas the case may be, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; providedit being understood, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a directorindemnifying party shall not, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless any such action or proceeding or separate or substantially similar or related action or proceeding in the opinion same jurisdiction arising out of its the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any time for the matter has been settled by controlling precedentindemnifying party and all indemnified parties, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed which counsel shall be designated in the Act and will be governed writing by the final adjudication Holders of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect a majority of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, Shares and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionWarrant Shares). (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. Subject to compliance with Section 12.4 hereof, the indemnifying party shall reimburse the indemnitees for all Losses in cash, within ten (a10) The Indemnified Representative shall use his best efforts days after the amount owed is determined in good faith by the indemnitees as due and owing or paid. In addition to notify promptly the Secretary any rights now or hereafter granted under applicable law and not by way of the Corporation limitation of the commencement of such rights, Buyer is hereby authorized by Seller to set off any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative amounts due under this Agreement to Buyer against any amounts due Seller or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation its successors or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification assigns under this Agreement and (including the Monthly Deferred Payments, irrespective of the amount to be paid to Seller thereunder) or the Transaction Documents. To the extent that any amount due to Buyer under this Agreement does not exceed three times the average amount of the twelve most recent Monthly Deferred Payments paid by Buyer to Seller, Buyer shall recover such amounts by set-off pursuant to this Section 12.3 from the remaining Monthly Deferred Payments (if any) prior to proceeding in any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matterfashion; provided, however, that no claim for indemnity shall be made by Buyer against Seller under Section 12.1(h) for a breach of a representation or warranty unless all such claims for indemnification hereunder in the event that aggregate exceed a claim for indemnification against liabilities arising under the Securities Act minimum threshold of 1933 fifty thousand dollars ($50,000) (the “ActIndemnity Basket”) (other than ), at which time the payment by Buyer shall be entitled to assert all such indemnification claims in full, including claims previously precluded due to the Corporation of expenses incurred or paid by a directorIndemnity Basket, officer, or controlling person without deduction on account of the Corporation in Indemnity Basket; provided that, for the successful defense sole purpose of any action, suit, identifying breaches of representations or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit warranties that give rise to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and claims that will be governed by counted for satisfying the final adjudication of Indemnity Basket, any materiality qualifications to such issue. The arbitration representation and warranty shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionignored. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this Section 2.5 of the Corporation notice of the commencement of any Proceeding or the occurrence of any event action which might may give rise to a Liability claim for indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this AgreementSection 2.5, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved indemnifying party in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority writing of the Indemnified Representatives involved commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceedingclaim, and shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld. The foregoing notwithstandingNotwithstanding the foregoing, the Indemnified Representative may elect parties entitled to retain indemnification shall have the right to employ separate counsel at (reasonably satisfactory to the Indemnified Representative’s own cost and expense indemnifying party) to participate in the defense thereof, but the fees and expenses of such Proceeding. counsel shall be at the expense of such indemnified parties unless the named parties to such action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party (c) The Corporation in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of the indemnifying party, the indemnifying party shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning have the right to indemnification under this Agreement and any other dispute arising hereunderassume the defense of such action or proceeding on behalf of the indemnified parties, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; providedit being understood, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a directorindemnifying party shall not, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless any such action or proceeding or separate or substantially similar or related action or proceeding in the opinion same jurisdiction arising out of its the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any time for all indemnified parties, which counsel, where the matter has been settled by controlling precedentindemnified party or parties are the Purchasers, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed shall be designated in the Act and will be governed writing by the final adjudication Purchasers of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect a majority of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionRegistrable Securities). (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. In order to obtain indemnification pursuant to this Agreement, the following process is required: (a) The Indemnified Representative the Indemnitee shall use his best efforts notify the Indemnitor promptly in writing upon receiving notice of any demand, Claim, Action, Proceeding, Judgment or other requirement for payment that the Indemnitee reasonably believes to notify promptly be subject to indemnification under the Secretary terms of this Agreement, and shall request payment thereof by the Indemnitor. Indemnification payments requested by the Indemnitee shall be made by the Indemnitor no later than 30 calendar days after receipt of the Corporation written request of the commencement of any Proceeding or Indemnitee. Any delay in providing the occurrence of any event which might give rise to a Liability request will not relieve the Indemnitor from its obligations under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have except to the Indemnified Representative extent such failure is prejudicial. Claims for advancement of Expenses shall be made under this Agreement or otherwise.the provisions of Article "4" hereinabove; (b) The Corporation upon written request by the Indemnitee for indemnification, a determination, if required by applicable law, with respect to the Indemnitee's entitlement thereto shall be entitled, upon notice to made in the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than specific case by one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless following methods: (i) such expenses (including attorneys’ fees) if a Change in Control shall have been authorized occurred, by Independent Counsel in a written opinion to the Corporation or Board of Directors, a copy of which shall be delivered to the Indemnitee; (ii) the Corporation if a Change in Control shall not have occurred, by a majority vote of the directors of the Indemnitor who are not and were not a party to the Proceeding in fact respect of which indemnification is sought by the Indemnitee (collectively, the "Disinterested Directors"), even though less than a quorum; or (iii) if a Change in Control shall not have employed counsel reasonably satisfactory to such Indemnified Representativeoccurred, if a quorum of Disinterested Directors cannot be obtained, or if the Disinterested Directors so direct by majority vote of a quorum of such Disinterested Directors, by Independent Counsel in a written opinion to the majority Board of Indemnified Representatives if more than one (1) is involvedDirectors, a copy of which shall be delivered to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding.Indemnitee; (c) The Corporation if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to subsection "(b)" hereinabove, the Independent Counsel shall be selected as provided in this section. If a Change in Control shall not have occurred, the Independent Counsel shall be required selected by the Board, and the Indemnitor shall give written notice to obtain the consent Indemnitee advising him of the Indemnified Representative identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect Indemnitor advising it of the potential Liabilityidentity of the Independent Counsel so selected. The Corporation In either event, the Indemnitee or the Indemnitor, as the case may be, may, within ten days after such written notice of selection shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by have been given, deliver to the CorporationIndemnitor or to Indemnitee, unless as the Corporation has consented case may be, a written objection to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matterselection; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is such objection may be asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed only on the New York Stock Exchange or ground that the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.Independent Counsel so selected does not meet the

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this Section 7 of the Corporation notice of the commencement of any Proceeding or action, the occurrence of any event which might give rise indemnified party shall, if a claim in respect thereof is to a Liability be made against an indemnifying party under this AgreementSection 7, but notify such indemnifying party in writing of the commencement of that action; provided, however, that the failure to so notify the Corporation indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the Corporation extent it has been materially prejudiced by such failure (through the forfeiture of substantive rights or defenses); and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any obligation liability which it may have to the Indemnified Representative an indemnified party otherwise than under this Agreement or otherwise. (b) The Corporation Section 7. If any such action shall be entitledbrought against an indemnified party, upon notice and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the Indemnified Representativeextent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of any Proceeding such action with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding orindemnified party (which counsel shall not, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority except with the written consent of the Indemnified Representatives involved in indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding. Ifaction, in accordance with the foregoingexcept as provided herein, the Corporation defends the Proceeding, the Corporation indemnifying party shall not be liable to the indemnified party under Section 7 for any legal or other expenses subsequently incurred by the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred indemnified party in connection with the defense of such Proceeding subsequent action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to the required notice, unless (i) employ separate counsel in any such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost action and expense to participate in the defense of such Proceeding. action but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (a) the employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 7(i) or the Representative in the case of a claim for indemnification under Section 7(ii), (b) such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, or (c) The Corporation the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not be required have the right to obtain assume the consent defense of (or, in the case of a failure to diligently defend the action after assumption of the Indemnified Representative defense, to the settlement continue to defend) such action on behalf of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement indemnified party and the settlement grants indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Representative a complete and unqualified release defense of such action; provided, however, that the indemnifying party shall not, in respect connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the potential Liability. The Corporation shall not same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (in addition to any local counsel), which firm shall be designated in writing by the Representative if the indemnified parties under this Section 7 consist of any Underwriter Indemnified Party or by the Company if the indemnified parties under this Section 7 consist of any Company Indemnified Parties. Subject to this Section 7(iii), the amount paid payable by an Indemnified Representative indemnifying party under Section 7 shall include, but not be limited to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any Proceeding that is not defended by of the Corporationforegoing. No indemnifying party shall, unless without the Corporation has consented to such settlement, prior written consent of the indemnified parties (which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunderconditioned or delayed), including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its settle or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred compromise or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration consent to the full extent entry of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative judgment with respect to any Liabilitypending or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section 7 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (a) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out of such action or claim and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with its written consent, if its consent has been unreasonably withheld or delayed or if there be a judgment for the plaintiff in any such matter, the Corporation indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be subrogated liable for any settlement of the nature contemplated by Sections 7(i) or 7(ii) effected without its written consent if (a) such settlement is entered into more than 45 days after receipt by such indemnifying party of the request for reimbursement, (b) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (c) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the extent date of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rightssettlement.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this Section 1.8 of the Corporation notice of the commencement of any Proceeding or the occurrence of any event which might give rise action, such indemnified party will, if a claim in respect thereof is to a Liability be made against an indemnifying party under this AgreementSection 1.8, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved indemnifying party in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority writing of the Indemnified Representatives involved commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceedingclaim and shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld. The foregoing notwithstandingNotwithstanding the foregoing, the Indemnified Representative may elect parties entitled to retain indemnification shall have the right to employ separate counsel at (reasonably satisfactory to the Indemnified Representative’s own cost and expense indemnifying party) to participate in the defense thereof, but the fees and expenses of such Proceeding. counsel shall be the expense of such indemnified parties unless the named parties to such action or proceeding include both the indemnifying party and the indemnified parties and the indemnified party or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (c) The Corporation in which case, if the indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the reasonable expense of the indemnifying party, the indemnifying party shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning have the right to indemnification under this Agreement and any other dispute arising hereunderassume the defense of such action or proceeding on behalf of the indemnified party, including but not limited to matters of validityas the case may be, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; providedit being understood, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a directorindemnifying party shall not, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless any such action or proceeding or separate or substantially similar or related action or proceeding in the opinion same jurisdiction arising out of its the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any time for the matter has been settled indemnifying party and all indemnified parties, which counsel shall be designated in writing by controlling precedent, submit the Holders owning a majority in interest of the Registrable Securities participating in the offering of securities. If the indemnifying party withholds consent to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed settlement or proposed settlement by the final adjudication of such issue. The arbitration indemnified party, it shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration acknowledge to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a indemnified party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionits indemnification obligations hereunder. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this Section 1.7 of the Corporation notice of the commencement of any Proceeding or the occurrence of any event action which might may give rise to a Liability claim for indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this AgreementSection 1.7, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved indemnifying party in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority writing of the Indemnified Representatives involved commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceedingclaim, and shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld. The foregoing notwithstandingNotwithstanding the foregoing, the Indemnified Representative may elect parties entitled to retain indemnification shall have the right to employ separate counsel at (reasonably satisfactory to the Indemnified Representative’s own cost and expense indemnifying party) to participate in the defense thereof, but the fees and expenses of such Proceeding. counsel shall be at the expense of such indemnified parties unless the named parties to such action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party or such indemnified parties shall have been advised by counsel that there are conflicting interests between the indemnified parties and the indemnifying party (c) The Corporation in which case, if the indemnified parties notify the indemnifying party in writing that they elect to employ separate counsel at the reasonable expense of the indemnifying party, the indemnifying party shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning have the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters assume the defense of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its such action or his right to proceed to a judicial determination with respect to such matterproceeding on behalf of the indemnified parties; providedit being understood, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a directorindemnifying party shall not, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless any such action or proceeding or separate or substantially similar or related action or proceeding in the opinion same jurisdiction arising out of its the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel the matter has been settled by controlling precedentat any time for all indemnified parties, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed which counsel shall be designated in the Act and will be governed writing by the final adjudication Investors of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect a majority of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionRegistrable Securities). (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative All claims for indemnification by the Purchaser under this Schedule shall use his best efforts to notify promptly be asserted and resolved as set forth in this Article 2 of this Schedule. 2.1.1 In the Secretary of event that the Corporation of Purchaser or the commencement Company becomes aware of any Proceeding fact or the occurrence of any event matter which might may give rise to the Purchaser making a Liability claim for indemnity against the Sellers under this AgreementSchedule, but the failure to so notify the Corporation Purchaser shall not relieve the Corporation of any obligation which it may have provide written notice thereof (a “Claim Notice”) to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation Sellers, which Claim Notice shall be entitled, upon notice to specify in detail the Indemnified Representative, to assume grounds on which the defense claim is based and a good faith estimate of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding oramount of the claim, if there be more than one possible (1a “Notified Claim”), within thirty (30) Indemnified Representative involved in such Proceeding, to a majority of days from the Indemnified Representatives involved in such Proceeding. If, in accordance with date on which the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense Purchaser has become aware of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation fact or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that the failure to notify on the part of the Purchaser in the event that manner set forth herein shall not affect any rights otherwise available to the Purchaser hereunder, except if, and to the extent of, the prejudice suffered by the Sellers as a claim for indemnification against liabilities arising under result of the Securities Act Purchaser’ failure to notify. The Sellers shall have fifteen (15) days from receipt of 1933 the Claim Notice (the “ActResponse Period”) (other than to notify the payment by Purchaser whether or not the Corporation of expenses incurred or paid by Sellers dispute their liability to the Purchaser with respect to the relevant Notified Claim. If the Purchaser does not receive a directorresponse from the Sellers within the Response Period, officerthe Sellers shall be deemed to dispute the Notified Claim. If the Sellers deliver written notice to the Purchaser within the Response Period specifying that the Sellers do not dispute the Notified Claim, or controlling person the Sellers shall pay the Purchaser the amount of the Corporation Net Loss corresponding to Notified Claim set forth in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted Claim Notice in accordance with Article 2.2 of this Schedule. If the commercial arbitration rules then in effect Sellers dispute such Notified Claim, the Sellers and the Purchaser shall meet within fifteen (15) days following the end of the American Arbitration Association before a panel Response Period (the “Meeting Period”) to discuss the Sellers’ dispute of three the Notified Claim. If the Purchaser and the Sellers are unable to resolve the Sellers’ dispute of the Notified Claim (3or do not meet to resolve the Sellers’ dispute of the Notified Claim) arbitratorswithin fifteen (15) days following the end of the Meeting Period, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange Sellers or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred Purchaser may initiate proceedings in prosecuting or defending such arbitration to the full extent accordance with Article 9.13 of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such LiabilityNotified Claim. Notwithstanding the foregoing to the contrary, in the event a Notified Claim is a Third-Party Claim, the Response Period with respect to such Notified Claim shall commence on the date on which a final non-appealable judgment is rendered in respect of such Third-Party Claim. 2.1.2 In the event a Claim Notice is delivered by the Purchaser, the Purchaser shall (and shall cause the Company and its accountants, attorneys and representatives to permit the Sellers to review and consult all relevant information and/or documents held by the Company, (or its accountants, attorneys and representatives) relating to the relevant Notified Claim and which are reasonably necessary to understand the conditions and circumstances of the relevant Notified Claim and provide the Sellers with access (subject to reasonable notice and during regular business hours) to any employees of the Company and make readily available to the Sellers (i) all relevant books, records, and documents relating to the Indemnified Representative Notified Claim and (ii) all other items reasonably requested by the Sellers in connection therewith which are necessary to understand the conditions and circumstances of the relevant Notified Claim. 2.1.3 In the event the Purchaser or the Company receives a claim, demand, audit notice, summons, or notice of any pending litigation (or material threatened litigation) which has or which could give rise to a Notified Claim under this Schedule as a result of or in connection with a claim or liability to a third party (a “Third-Party Claim”), the Purchaser shall execute all documents promptly, but in no event later than ten (10) Business Days following the Purchaser’ or the Company’s receipt of such Third-Party Claim, notify the Sellers of such claim or demand and instruments the amount or the estimated amount thereof (the “Third-Party Claim Notice”); provided, however, that the failure to notify on the part of the Purchaser in the manner set forth herein shall not affect any rights otherwise available to the Purchaser hereunder, except if, and to the extent of, the prejudice suffered by the Sellers as a result of the Purchaser’ failure to notify. The Sellers shall have no liability with respect to costs and expenses incurred by the Purchaser or the Company prior to the time the Third Party Claim Notice is delivered to the Sellers. 2.1.4 The Sellers shall have until five (5) Business Days prior to the date on which the Purchaser and/or the Company, is or are required to respond to the Third-Party and at the latest thirty (30) Business Days from the receipt of the Third-Party Claim Notice (the “Notice Period”) to notify the Purchaser whether or not the Sellers desire to defend such Third-Party Claim. If the Purchaser does not receive any response from the Sellers within the Notice Period, the Sellers shall be deemed not to desire to defend such Third-Party Claim. All costs and expenses incurred by the Purchaser or the Company in defending such Third-Party Claim shall be borne by the Sellers. 2.1.5 In the event that the Sellers notify the Purchaser within the Notice Period that they desire to defend the Third-Party Claim, except as hereinafter provided, the Sellers shall have the right to defend the Third-Party Claim and shall have the sole power to direct and control such defense, having due consideration to the corporate interests of the Company. In such case, and in addition to the covenants provided for in Article 2.1.2 of this Schedule, the Purchaser shall or shall cause the Company to provide the Sellers and their counsel access to relevant business records which are necessary to understand the conditions and circumstances of the relevant Third-Party Claim, and shall use its reasonable best efforts to assist, and to cause the Company’s employees to assist, in the defense of such Third-Party Claim. The Sellers shall under no circumstances settle, compromise or offer to settle or compromise any such Third-Party Claim on a basis which would have a Material Adverse Effect for the Company. 2.1.6 If the Sellers elect or are deemed to elect not to defend the Third-Party Claim where such Third-Party Claim has been brought against the Company, then the Purchaser or the Company shall have the right to defend the Third-Party Claim and shall have the sole power to direct and control such defense. In any event, the Sellers shall have the right to participate in the defense or settlement of any Third-Party Claim for which the Sellers may be liable hereunder at their own expense. 2.1.7 The Purchaser shall not (and shall take all steps within its control to procure that the Company shall not) settle, compromise or discharge a Third-Party Claim or admit to any liability with respect to such other actions as may be necessary to secure such rights, including Third-Party Claim without the execution prior written consent of such documents as may be necessary for the Corporation to bring suit to enforce such rightsSellers.

Indemnification Procedure. (a) The An Indemnified Representative shall use his best efforts to notify Party will promptly the Secretary of the Corporation of the commencement provide Licensee with written notice of any Proceeding or the occurrence of any event which might give rise to a Liability that is indemnifiable under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matterArticle 11; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion failure to so notify shall not relieve Licensee of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated obligations hereunder except to the extent of any material prejudice to Licensee as a direct result of such payment failure. Except as otherwise provided in this Section 11.2, Licensor shall control such defense and all negotiations relative to the settlement of any indemnifiable claim or action, except that Licensor shall not settle or compromise any claim or action in any manner that may impose restrictions or obligations on any Indemnified Party, or that concedes any fault or wrongdoing on the part of Licensee, without Licensee’s prior written consent. If Licensor so directs in writing, Licensee shall control such defense and all negotiations relative to the settlement of any indemnifiable claim or action, except that Licensee shall not settle or compromise any claim or action in any manner that may impose restrictions or obligations on any Indemnified Party, or that grants any rights to the Licensed Patents, Software, Know-How or Licensed Products, or that concedes any fault or wrongdoing on the part of Licensor, without Licensor’s prior written consent. If, after receipt of written direction from Licensor, Licensee fails or declines to assume the defense against any claim or action within thirty (30) days after notice thereof, then Licensor may assume and control the defense of such claim or action for the account and at the risk of Licensee, and any Liabilities related to such claim or action will be conclusively deemed a liability of Licensee. The indemnification rights of the Indemnified Representative Parties under this Article 11 are in addition to recover against any person with respect to such Liabilityall other rights that an Indemnified Party may have at law, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.in equity or otherwise. ​

Indemnification Procedure. Any Party seeking indemnification under this Article 7 (athe “Indemnitee”) The Indemnified Representative shall use his best efforts to promptly notify promptly the Secretary of indemnifying Party (the Corporation of the commencement “Indemnitor”) in writing of any Proceeding possible Damages or Claim, and the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation Indemnitor shall not relieve the Corporation of any obligation which it may assume and have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume exclusive control over the defense of any Proceeding thereof with counsel selected by the Indemnitor that is reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matterIndemnitee; provided, however, that the Indemnitee shall have the right to fully participate in any such action or proceeding and to retain its own (additional) counsel at its own expense (provided that the event that a claim reasonable fees and expenses of such counsel for indemnification against liabilities the Indemnitee shall be paid by the Indemnitor only if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings). Neither the Indemnitor nor the Indemnitee shall enter into any settlement agreement with any Third Party without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed, unless such settlement: (i) includes an unconditional release of Indemnitee from all liability arising under the Securities Act out of 1933 such claim;(ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Indemnitee; and (the “Act”iii) does not contain any equitable order, judgment or term (other than the fact of payment by or the Corporation amount of expenses incurred such payment) that in any manner affects, restrains or paid by interferes with the business of Indemnitee. The failure to deliver notice to the Indemnitor within a director, officer, or controlling person of reasonable time after the Corporation in the successful defense commencement of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent prejudicial to its ability to defend such expenses are determined by action, will relieve the arbitrators Indemnitor of its obligations under this Article 7, but the failure to be allocable deliver notice to the Corporation. It is expressly understood and agreed by Indemnitor will not relieve the parties Indemnitor of any obligations that a party it may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect have to any LiabilityIndemnitee hereunder otherwise than as stated in this sentence. The Indemnitee shall, at the Corporation shall be subrogated to the extent of such payment to all reasonable and verifiable out-of-pocket expenses of the rights Indemnitor, cooperate with the Indemnitor and its legal representatives in the investigation and defense of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rightsClaim covered by this Agreement.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under Section 10.1.3 above or Section 10.1.4 above of the Corporation notice of the commencement of any Proceeding or the occurrence action for which a claim for indemnification is to be made against Borrower, such indemnified party shall notify Borrower in writing of any event which might give rise to a Liability under this Agreementsuch commencement, but the failure omission to so notify the Corporation shall Borrower will not relieve the Corporation of Borrower from any obligation which liability that it may have to any indemnified party hereunder except to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall extent that failure to notify causes prejudice to Borrower. If any action is brought against any indemnified party, and it notifies Borrower of the commencement thereof, Borrower will be entitled, upon notice jointly with any other indemnifying party, to participate therein and, to the Indemnified Representativeextent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense of any Proceeding thereof with counsel reasonably satisfactory to such indemnified party in its reasonable discretion. After notice from Borrower to such indemnified party under this Section 10.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Representative involved in such Proceeding ordefense thereof other than reasonable out-of-pocket costs of investigation; provided, however, if the defendants in any such action include both Borrower and an indemnified party, and any indemnified party shall have reasonably concluded that there be more than one (1) Indemnified Representative involved are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceeding, to a majority action on behalf of the Indemnified Representatives involved in such Proceedingindemnified party or parties. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation Borrower shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, separate counsel unless there are legal defenses available to assume it that are different from or additional to those available to another indemnified party. Without the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the prior written consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, Lender (which consent shall not be unreasonably withheld. withheld or delayed), Borrower shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but whether or not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each Borrower is an actual or potential party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; providedclaim, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, suit or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion Borrower shall have given Lender reasonable prior written notice thereof and shall have obtained an unconditional release of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication each indemnified party hereunder from all liability arising out of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitratorsclaim, the first of whom shall be selected by the Corporationaction, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence suit or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under Section 9.1.3 hereof or Section 9.1.4 hereof of the Corporation notice of the commencement of any Proceeding or the occurrence action for which a claim for indemnification is to be made against Borrower, such indemnified party shall notify Borrower in writing of any event which might give rise to a Liability under this Agreementsuch commencement, but the failure omission to so notify the Corporation shall Borrower will not relieve the Corporation of Borrower from any obligation which liability that it may have to any indemnified party hereunder except to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall extent that failure to notify causes prejudice to Borrower. If any action is brought against any indemnified party, and it notifies Borrower of the commencement thereof, Borrower will be entitled, upon notice jointly with any other indemnifying party, to participate therein and, to the Indemnified Representativeextent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense of any Proceeding thereof with counsel reasonably satisfactory to such indemnified party in its discretion. After notice from Borrower to such indemnified party under this Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Representative involved in such Proceeding ordefense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both Borrower and an indemnified party, and any indemnified party shall have reasonably concluded that there be more than one (1) Indemnified Representative involved are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceeding, to a majority action on behalf of the Indemnified Representatives involved in such Proceedingindemnified party or parties. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation Borrower shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, separate counsel unless there are legal defenses available to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect it that are different from or additional to retain counsel at the Indemnified Representative’s own cost and expense those available to participate in the defense of such Proceedinganother indemnified party. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The If a Buyer Indemnified Party incurs any Damages for which such Buyer Indemnified Party wishes to seek indemnity under this Article 8, then Buyer will notify the Shareholder Representative shall use his best efforts as soon as practicable specifying the nature of such Damages and the amount or the estimated amount thereof to notify promptly the Secretary extent then feasible (which estimate will not be conclusive of the Corporation final amount of such Damages) (the commencement of any Proceeding or the occurrence of any event which might give rise to a Liability under this Agreement, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise“Claim Notice”). (b) The Corporation shall If the Shareholder Representative does not notify Buyer within 45 days from the date on which the Claim Notice is duly given (the “Notice Period”) disputing such claim, then the Company Shareholders will be entitledliable for the amount of any Damages related thereto. If the Shareholder Representative disputes such claim and provides written notice (the “Objection Notice”) to Buyer within the 45-day period, then Buyer and the Shareholder Representative will, within the 30-day period beginning on the date of receipt by Buyer of the Objection Notice, attempt in good faith to agree upon notice the rights of the respective parties with respect to each of the claims contained in the Objection Notice. If Buyer and the Shareholder Representative succeed in reaching agreement on the parties’ respective rights with respect to any of such claims, Buyer and the Shareholder Representative will promptly prepare and sign a memorandum setting forth such agreement. (c) If a Buyer Indemnified Party has a claim against the Company Shareholders that involves a claim or demand being asserted against or sought to be collected from the Buyer Indemnified Party by a third party, then the claims for indemnification by the Buyer Indemnified Party will be asserted and resolved as follows. (i) Buyer must send a Claim Notice with respect to such claim to the Shareholder Representative as promptly as practicable following the receipt by the Buyer Indemnified RepresentativeParty of such claim or demand; provided, however, that the failure to notify the Shareholder Representative will not relieve the Company Shareholders from any liability they may have to the Buyer Indemnified Party under this Article 8 unless, and only to the extent that, such failure to notify results in the loss of substantive rights or defenses of the Company Shareholders. (ii) The Shareholder Representative must notify Buyer within the Notice Period (A) whether or not the Shareholder Representative disputes the Company Shareholders’ liability to the Buyer Indemnified Party hereunder with respect to such claim or demand, and (B) whether or not the Shareholder Representative desires, at the Company Shareholders’ sole cost and expense, to defend the Buyer Indemnified Party against such claim or demand. If the Shareholder Representative does not notify Buyer within the Notice Period that the Company Shareholders dispute their liability to the Buyer Indemnified Party, then the Company Shareholders will be liable for the amount of any Damages related thereto. (iii) If the Shareholder Representative notifies Buyer within the Notice Period that the Shareholder Representative desires to defend the Buyer Indemnified Party against such claim or demand, then, except as provided below, the Shareholder Representative will defend (at the Company Shareholders’ sole cost and expense) the Buyer Indemnified Party by appropriate proceedings, will use commercially reasonable efforts to settle or prosecute such proceedings to a final conclusion in such a manner as to avoid any risk of the Buyer Indemnified Party’s becoming subject to any injunctive or other equitable order for relief or to liability for any other matter, and will control the conduct of such defense; provided, however, that the Shareholder Representative will not be entitled to assume the defense of any Proceeding such proceeding (i) unless the Shareholder Representative has accepted and assumed in writing the Company Shareholders’ obligation to indemnify the Buyer Indemnified Party with respect to Damages arising from or relating to such proceeding or (ii) if Buyer reasonably believes such proceeding could result in liability in excess of the Escrow Amount in which case Buyer may retain its own counsel (at Buyer’s cost) to represent Buyer and the Company in such proceeding. The Shareholder Representative will not, without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned, or delayed), consent to the entry of any judgment against the Buyer Indemnified Party or enter into any settlement or compromise that does not include, as a term thereof, the giving by the claimant or plaintiff to the Buyer Indemnified Party of an unconditional release (in form and substance reasonably satisfactory to Buyer) from all liability in respect of such claim or litigation. If the defendants in any such claim or demand include both the Company Shareholders and the Buyer Indemnified Representative involved Party, and Buyer reasonably concludes that there may be legal defenses or rights available to the Buyer Indemnified Party that are different from, in such Proceeding oractual or potential conflict with, or additional to those available to the Company Shareholders, then Buyer will have the right to select one law firm, that is reasonably acceptable to the Shareholder Representative, to act at the Company Shareholders’ expense as separate counsel on behalf of the Buyer Indemnified Party. In addition, if there be more than one (1) Indemnified Buyer desires to participate in, but not control, any other defense or settlement, it may do so at its sole cost and expense. Should Buyer unreasonably withhold, condition, or delay its consent to the entry of any judgment or to any settlement or compromise that the Shareholder Representative involved seeks from Buyer as described above in such Proceedingthis Section 8.3(c)(iii), the Shareholder Representative shall have the right, upon notice to Buyer, to a majority pay to the Buyer Indemnified Party the full amount of such judgment or settlement, including all interest, costs, or other charges relating thereto, at which time the Buyer Indemnified Representatives involved Party’s rights against the Escrow Amount with respect to any such claim or litigation shall cease. (iv) Before the Shareholder Representative settles any claim or demand, the defense of which it has assumed control, the Shareholder Representative will obtain Buyer’s approval, confirmed in such Proceeding. If, writing in accordance with the foregoingnotice provisions hereof, the Corporation defends the Proceeding, the Corporation shall which approval will not be liable for unreasonably withheld or delayed. If the expenses (including attorneys’ fees and expenses) of Shareholder Representative does not assume the Indemnified Representative incurred in connection defense, then Buyer may proceed with the defense of such Proceeding subsequent to and will provide the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by Shareholder Representative with the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost and expense to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement terms of any Proceeding which the Corporation has undertaken settlement within a reasonable amount of time to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for object before Buyer enters into any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this Section 1.9 of the Corporation notice of the commencement of any Proceeding or the occurrence of any event which might give rise action, such indemnified party will, if a claim in respect thereof is to a Liability be made against an indemnifying party under this AgreementSection 1.9, but the failure to so notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall be entitled, upon notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved indemnifying party in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority writing of the Indemnified Representatives involved commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceedingclaim and shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld. The foregoing notwithstandingNotwithstanding the foregoing, the Indemnified Representative may elect parties entitled to retain indemnification shall have the right to employ separate counsel at (reasonably satisfactory to the Indemnified Representative’s own cost and expense indemnifying party) to participate in the defense thereof, but (assuming the indemnifying party has assumed the defense of the relevant action as aforesaid) the fees and expenses of such Proceeding. (c) The Corporation counsel shall be the expense of such indemnified parties unless the named parties to such action or proceedings include both the indemnifying party and the indemnified parties and the indemnifying party or such indemnified parties shall have been advised by counsel that there are one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, in which case, if the indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the reasonable expense of the indemnifying party, the indemnifying party shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning have the right to indemnification under this Agreement and any other dispute arising hereunderassume the defense of such action or proceeding on behalf of the indemnified party, including but not limited to matters of validityas the case may be, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; providedit being understood, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a directorindemnifying party shall not, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless any such action or proceeding or separate or substantially similar or related action or proceeding in the opinion same jurisdiction arising out of its the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any time for the matter has been settled indemnifying party and all indemnified parties, which counsel shall be designated in writing by controlling precedent, submit the Holder. If the indemnifying party withholds consent to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed settlement or proposed settlement by the final adjudication of such issue. The arbitration indemnified party, it shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration acknowledge to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a indemnified party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionits indemnification obligations hereunder. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (ai) The Indemnified Representative Promptly after receipt by Buyer, during the Claims Period, of notice by a third party of any complaint or the commencement of any action or proceeding with respect to which indemnification is being sought under this Section 7.4, Buyer shall use his best efforts to notify promptly the Secretary Midland of the Corporation such complaint or of the commencement of any Proceeding such action or the occurrence of any event which might give rise to a Liability under this Agreementproceeding; provided, but the however, that failure to so notify the Corporation shall Midland does not relieve the Corporation of any obligation which it may have Midland from liability for such claim except and only to the Indemnified Representative under this Agreement extent that such failure to notify Midland results in the forfeiture of, or otherwise. (b) The Corporation shall be entitledotherwise prejudices Midland's or any of its affiliates ability to establish rights and defenses otherwise available to Midland or any of its affiliates with respect to such claim. Midland will have the right, upon written notice to the Indemnified Representative, to assume the defense of any Proceeding with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involvedBuyer, to assume the defense of such Proceedingaction or proceeding, including the employment of counsel reasonably satisfactory to Buyer and the payment of the reasonable fees and disbursements of such counsel as incurred. The foregoing notwithstanding, the Indemnified Representative may If Midland does not elect to retain assume control of the defense of any such claims, Midland shall be bound by the results otherwise obtained with respect to such claim. In the event, however, that Midland declines or fails to assume the defense of the action or proceeding or to employ counsel at reasonably satisfactory to Buyer, in either case in a timely manner, then Buyer may employ counsel to represent or defend it in any such action or proceeding and Midland shall pay the Indemnified Representative’s own cost reasonable fees and expense disbursements of such counsel as incurred. In any action or proceeding with respect to participate in which indemnification is being sought under this Agreement, Buyer or Midland, whichever is not assuming the defense of such Proceedingaction, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. Buyer or Midland, as the case may be, shall at all times use reasonable efforts to keep Midland or Buyer, as the case may be, reasonably apprised of the status of the defense of any claim the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such action. (cii) The Corporation shall Buyer may not be required settle or compromise any claim or consent to obtain the entry of any judgment with respect to which indemnification is being sought from Midland under this Agreement without the prior written consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the CorporationMidland, unless the Corporation has consented to such settlement, compromise or consent includes an unconditional release of Midland and its affiliates from all liability arising out of such claim and does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of Midland or any of its affiliates. Midland shall not, without the prior written consent shall of Buyer, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought under this Agreement unless such settlement, compromise or consent includes an unconditional release of Midland from all liability arising out of such claim and does not be unreasonably withheldcontain any equitable order, judgment or term which in any material manner affects, restrains or interferes with the business of the Midland or any of its affiliates. (diii) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in In the event that Buyer does claim a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the right to payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(dAgreement, Buyer shall send written notice of such claim to Midland. Such notice shall specify the basis for such claim. As promptly as possible after Buyer has given such notice, Buyer and Midland shall establish the merits and amount of such claim (by mutual agreement, litigation, arbitration, mediation or otherwise) through and, within ten (10) business days of the final determination of the merits and amount of such claim, Midland shall deliver an action for specific performance amount of cash in immediately available funds to Buyer as appropriate to satisfy and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictiondischarge such claim as so determined. (eiv) Upon payment In the event that the Shareholders and Midland are obligated under the provisions of this Agreement Article 7 to indemnify Buyer for the same loss, then the amount of the respective obligations of the Shareholders, as a group, and Midland shall be equal to the Indemnified Representative with respect to any Liabilityproduct of (A) the amount of the total loss for which they are jointly liable multiplied by (B) a fraction the numerator of which is the relevant party's total maximum liability under Section 7.6 hereof and the denominator of which is the combined total maximum liability of such parties under said Section 7.6, it being agreed that for purposes of this clause (iv) the Corporation total maximum liability of the Shareholders shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights$290,000.

Indemnification Procedure. (a) The Indemnified Representative In the event that any party hereto discovers or otherwise becomes aware of a claim for Damages arising under this Article 5, such indemnified party shall use his best efforts give written notice to notify the indemnifying party, specifying such claim, and may thereafter exercise any remedies available to such party under this Agreement; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. Further, promptly the Secretary after receipt by an indemnified party hereunder of written notice of the Corporation commence ment of any action or proceeding with respect to which a claim for Damages arising under this Article 5 may be made, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of any Proceeding or such action; provided, A:\91637V4.W61 16 however, that the occurrence failure of any event which might indemnified party to give rise to a Liability under this Agreement, but the failure to so notify the Corporation notice as provided herein shall not relieve the Corporation indemnifying party of any obligation which obligations hereunder, to the extent the indemnifying party is not mate rially prejudiced thereby. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after such notice from the Indemnified Representative under this Agreement indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or otherwise. (b) The Corporation shall be entitled, upon notice to other expenses subsequently incurred by the Indemnified Representative, latter in connection with the defense thereof unless the indemnifying party has failed to assume the defense of any Proceeding with such claim and to employ counsel reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the Indemnified Representative involved in such Proceeding or, if there be more than one (1) Indemnified Representative involved in such Proceeding, to defense of a majority of the Indemnified Representatives involved in such Proceeding. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation claim shall not be liable for the expenses (including attorneys’ fees and expenses) expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the same jurisdiction arising out of the Indemnified Representative incurred in connection with same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel and assume the defense of such Proceeding subsequent any action brought against it if the indemnifying party fails to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed select counsel reasonably satisfactory to such Indemnified Representativethe indemnified party, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense expenses of such Proceedingdefense to be paid by the indemnifying party. The foregoing notwithstanding, the Indemnified Representative may elect No indemnifying party shall consent to retain counsel at the Indemnified Representative’s own cost and expense entry of any judgment or enter into any settlement with respect to participate in the defense of such Proceeding. (c) The Corporation shall not be required to obtain a claim without the consent of the Indemnified Representative indemnified party, which consent shall not be unreasonably withheld, or unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to the such indemnified party of a release from all liability with respect to such claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any Proceeding such action, the defense of which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid been assumed by an Indemnified Representative in settlement indemnifying party, without the consent of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlementindemnifying party, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an ------------------------- indemnified party under Section 9.1.3 or 9.1.4 of the Corporation notice of the commencement of any Proceeding or the occurrence action for which a claim for indemnification is to be made against Borrower, such indemnified party shall notify Borrower in writing of any event which might give rise to a Liability under this Agreementsuch commencement, but the failure omission to so notify the Corporation shall Borrower will not relieve the Corporation of Borrower from any obligation which liability that it may have to any indemnified party hereunder except to the Indemnified Representative under this Agreement or otherwise. (b) The Corporation shall extent that failure to notify causes prejudice to Borrower. If any action is brought against any indemnified party, and it notifies Borrower of the commencement thereof, Borrower will be entitled, upon notice jointly with any other indemnifying party, to participate therein and, to the Indemnified Representativeextent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense of any Proceeding thereof with counsel reasonably satisfactory to such indemnified party in its discretion. After notice from Borrower to such indemnified party under this Section 9.1.5, Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Representative involved in such Proceeding ordefense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both Borrower and an indemnified party, and any indemnified party shall have reasonably concluded that there be more than one (1) Indemnified Representative involved are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to Borrower, then the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceeding, to a majority action on behalf of the Indemnified Representatives involved in such Proceedingindemnified party or parties. If, in accordance with the foregoing, the Corporation defends the Proceeding, the Corporation Borrower shall not be liable for the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred in connection with the defense of such Proceeding subsequent to the required notice, unless (i) such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, separate counsel unless there are legal defenses available to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect it that are different from or additional to retain counsel at the Indemnified Representative’s own cost and expense those available to participate in the defense of such Proceedinganother indemnified party. (c) The Corporation shall not be required to obtain the consent of the Indemnified Representative to the settlement of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement and the settlement grants the Indemnified Representative a complete and unqualified release in respect of the potential Liability. The Corporation shall not be liable for any amount paid by an Indemnified Representative in settlement of any Proceeding that is not defended by the Corporation, unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. (d) Except as set forth herein, any dispute concerning the right to indemnification under this Agreement and any other dispute arising hereunder, including but not limited to matters of validity, interpretation, application, and enforcement, shall be determined exclusively by and through final and binding arbitration in Philadelphia, Pennsylvania, each party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 (the “Act”) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The arbitration shall be conducted in accordance with the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdiction. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.

Indemnification Procedure. (a) The Indemnified Representative shall use his best efforts to notify promptly the Secretary Promptly after receipt by an indemnified party under this Section 7 of the Corporation notice of the commencement of any Proceeding or action, the occurrence of any event which might give rise indemnified party shall, if a claim in respect thereof is to a Liability be made against an indemnifying party under this AgreementSection 7, but notify such indemnifying party in writing of the commencement of that action; provided, however, that the failure to so notify the Corporation indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the Corporation extent it has been materially prejudiced by such failure (through the forfeiture of substantive rights or defenses); and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any obligation liability which it may have to the Indemnified Representative an indemnified party otherwise than under this Agreement or otherwise. (b) The Corporation Section 7. If any such action shall be entitledbrought against an indemnified party, upon notice and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the Indemnified Representativeextent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of any Proceeding such action with counsel reasonably satisfactory to the Indemnified Representative involved in such Proceeding orindemnified party (which counsel shall not, if there be more than one (1) Indemnified Representative involved in such Proceeding, to a majority except with the written consent of the Indemnified Representatives involved in indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding. Ifaction, in accordance with the foregoingexcept as provided herein, the Corporation defends the Proceeding, the Corporation indemnifying party shall not be liable to the indemnified party under Section 7 for any legal or other expenses subsequently incurred by the expenses (including attorneys’ fees and expenses) of the Indemnified Representative incurred indemnified party in connection with the defense of such Proceeding subsequent action other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to the required notice, unless (i) employ separate counsel in any such expenses (including attorneys’ fees) have been authorized by the Corporation or (ii) the Corporation shall not in fact have employed counsel reasonably satisfactory to such Indemnified Representative, or to the majority of Indemnified Representatives if more than one (1) is involved, to assume the defense of such Proceeding. The foregoing notwithstanding, the Indemnified Representative may elect to retain counsel at the Indemnified Representative’s own cost action and expense to participate in the defense of such Proceeding. action but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnified party unless (a) the employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnification under Section 7(i) or the Representative in the case of a claim for indemnification under Section 7(ii), (b) such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party, or (c) The Corporation the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not be required have the right to obtain assume the consent defense of (or, in the case of a failure to diligently defend the action after assumption of the Indemnified Representative defense, to the settlement continue to defend) such action on behalf of any Proceeding which the Corporation has undertaken to defend if the Corporation assumes full and sole responsibility for such settlement indemnified party and the settlement grants indemnifying party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection with the Indemnified Representative a complete and unqualified release defense of such action; provided, however, that the indemnifying party shall not, in respect connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the potential Liability. The Corporation shall not same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (in addition to any local counsel), which firm shall be designated in writing by the Representative if the indemnified parties under this Section 7 consist of any Underwriter Indemnified Party or by the Company if the indemnified parties under this Section 7 consist of any Company Indemnified Parties. Subject to this Section 7(iii), the amount paid payable by an Indemnified Representative indemnifying party under Section 7 shall include, but not be limited to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any Proceeding that is of the foregoing. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section 7 (whether or not defended by the Corporationindemnified parties are actual or potential parties thereto), unless the Corporation has consented to such settlement, compromise or consent (a) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising out of such action or claim and (b) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected without its written consent (which consent shall not be unreasonably withheld. (d) Except as set forth hereinwithheld or delayed), but if settled with its written consent, if its consent has been unreasonably withheld or delayed or if there be a judgment for the plaintiff in any dispute concerning such matter, the right indemnifying party agrees to indemnification under this Agreement indemnify and hold harmless any other dispute arising hereunderindemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, including but not limited to matters if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of validitycounsel, interpretation, application, and enforcement, such indemnifying party agrees that it shall be determined exclusively liable for any settlement effected without its written consent if (a) such settlement is entered into more than 45 days after receipt by and through final and binding arbitration in Philadelphiasuch indemnifying party of the request for reimbursement, Pennsylvania, each (b) such indemnifying party hereto expressly and conclusively waiving its or his right to proceed to a judicial determination with respect shall have received notice of the terms of such settlement at least 30 days prior to such matter; provided, however, that in the event that a claim for indemnification against liabilities arising under the Securities Act of 1933 settlement being entered into and (the “Act”c) (other than the payment by the Corporation of expenses incurred or paid by a director, officer, or controlling person of the Corporation in the successful defense of any action, suit, or proceeding) is asserted by a director, officer, or controlling person in connection with securities being registered under the Act, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of indemnifying party shall not have reimbursed such issue. The arbitration shall be conducted indemnified party in accordance with such request prior to the commercial arbitration rules then in effect of the American Arbitration Association before a panel of three (3) arbitrators, the first of whom shall be selected by the Corporation, the second of whom shall be selected by the Indemnified Representative, and the third of whom shall be selected by the other two (2) arbitrators. If for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the state court of general jurisdiction in Philadelphia County, Pennsylvania. Each arbitrator selected as provided herein is required to be serving or to have served as a director or an executive officer of a corporation whose shares of common stock, during at least one year date of such service, were quoted in the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange. The Corporation shall reimburse the Indemnified Representative for the expenses (including attorneys’ fees) incurred in prosecuting or defending such arbitration to the full extent of such expenses if the Indemnified Representative is awarded 50% or more of the monetary value of his claim or, if not, to the extent such expenses are determined by the arbitrators to be allocable to the Corporation. It is expressly understood and agreed by the parties that a party may compel arbitration pursuant to this Section 5(d) through an action for specific performance and that any award entered by the arbitrators may be enforced, without further evidence or proceedings, in any court of competent jurisdictionsettlement. (e) Upon payment under this Agreement to the Indemnified Representative with respect to any Liability, the Corporation shall be subrogated to the extent of such payment to all of the rights of the Indemnified Representative to recover against any person with respect to such Liability, and the Indemnified Representative shall execute all documents and instruments required and shall take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary for the Corporation to bring suit to enforce such rights.