Common use of Claims Procedures Clause in Contracts

Claims Procedures. All Indemnification Claims under Section 8.2 of the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of the Merger Agreement, such Parent Indemnified Party shall promptly notify the Holders Representative of such Indemnification Claims. The failure to provide such notice shall not result in a waiver of any right to indemnification under Section 8.2 of the Merger Agreement except to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Party.

Claims Procedures. All Indemnification Claims under Section 8.2 Promptly upon a Party becoming aware of any Claim with respect to which it believes it is entitled to indemnification hereunder (or would be entitled to indemnification hereunder but for the application of the Merger Agreement arising as Aggregate Indemnification Threshold), a result Party (an “Indemnified Party”) shall notify the Party from whom indemnification is sought (the “Indemnifying Party”) in writing of the existence and nature of such Claim, the identity of any third party claims against Parent Indemnified Parties shall be made claimants and resolved as hereinafter set fortha description of the damages and the amount thereof relating to such Claim (the “Claim Notice”). If Within 10 Business Days of receipt of a claim by a third party is made against a Parent Indemnified PartyClaim Notice, and if such Parent the Indemnifying Party will provide written notice to the Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 that it accepts, contests or rejects the Claims identified in such Claim Notice. Any failure of the Merger Agreement, such Parent Indemnified Indemnifying Party shall promptly notify the Holders Representative of such Indemnification Claims. The failure to provide such notice within such time period shall be deemed to be a rejection by such Indemnifying Party of such Claim and its responsibility for same. If the Indemnifying Party accepts the Claims identified in the Claim Notice, the Indemnifying Party shall pay the Indemnified Party the full amount of any amounts claimed no later than 10 Business Days after the Indemnifying Party responds to the Claim Notice. Subject to the limitations pursuant to Section 7.3 or Section 7.4, as applicable, the Indemnified Party shall be responsible for the defense of any Claim unless the Indemnifying Party, upon reasonable notice, requests that the defense of a Claim be tendered to the Indemnifying Party. If (i) the defense of a Claim is so tendered and within 10 Business Days thereafter such tender is accepted by the Indemnifying Party on the terms proposed by the Indemnified Party; or (ii) within 10 Business Days after the date on which the Claim Notice has been given pursuant to this Section 7.6, the Indemnifying Party shall acknowledge in writing to the Indemnified Party its obligation to provide an indemnity and assume the defense of the Claim, then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Claim. The Indemnified Party shall have the right to be represented by counsel at the Indemnified Party’s expense, subject to the limitations hereof, in any such contest, defense, litigation or settlement conducted by the Indemnifying Party. The Indemnifying Party shall lose its right to defend and settle the Claim if, after notice from the Indemnified Party concerning failure to diligently contest and defend the Claim, the Indemnifying Party shall fail to thereafter diligently contest and defend the Claim. So long as the Indemnifying Party has not lost its right or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable; provided, that at least five Business Days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party and the Indemnified Party shall have consented thereto, which consent shall not result be unreasonably withheld, conditioned or delayed. Subject to the applicable limitations in this Article VII, including the Indemnity Cap, all reasonable expenses (including without limitation reasonable attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. Notwithstanding the foregoing, in connection with any settlement negotiated by an Indemnifying Party, no Indemnified Party shall be required by an Indemnifying Party to (w) enter into a waiver of any right to indemnification under Section 8.2 settlement or other similar agreement that prejudices the rights of the Merger Agreement except to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parentx) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that (i) does not include as an unconditional term thereof the giving delivery by the Person claimant or Persons asserting such claim plaintiff to such Parent the Indemnified Party of an unconditional a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability or wrongdoing to the Indemnified Party or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with respect theretoprejudice. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Article VII or any other provision hereof shall relieve it of such obligations to the extent they exist. If the Indemnifying Party fails to accept a tender of, or (ii) imposes any restrictionassume, condition or obligation onthe defense of a Claim pursuant to this Section 7.6, or requires any undertaking if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Claim or admission if there is a legal conflict, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Claim, and may settle such Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable; provided, that the Indemnified Party will not settle such Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party so contests, defends, litigates or settles a Claim for which it is entitled to indemnification hereunder as hereinabove provided, then, subject to the applicable limitations in this Article VII, including the Indemnity Cap, the Indemnified Party shall be reimbursed by such Parent Indemnified Partythe Indemnifying Party for the reasonable attorneys’ fees and other expenses of defending, contesting, litigating and/or settling the Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses.

Claims Procedures. All Indemnification Claims under Section 8.2 Each Indemnified Party shall give to Nelnet prompt written notice of any threatened or actual claim that could reasonably be deemed to potentially become an Indemnified Claim, setting forth in detail all facts in connection with such claim. Nelnet shall defend and direct the defense against any Indemnified Claims, in the name of the Merger Agreement arising as a result Indemnified Party, at the expense of third party claims against Parent Nelnet, and with counsel selected by Nelnet. Nelnet shall, at its expense, keep the Indemnified Parties informed in all reasonable respects in the defense of the Indemnified Claims. The Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party intends have the right to seek indemnity with respect thereto under Section 8.2 participate in the defense of the Merger Agreement, such Parent Indemnified Party shall promptly notify the Holders Representative of such Indemnification ClaimsClaims with counsel employed at their own expense. The failure to provide such notice Indemnified Parties shall not result in a waiver make any filings, communicate with third parties regarding the Indemnified Claims, or attempt to settle the Indemnified Claims without the prior written consent of any Nelnet. Nelnet shall have the right to indemnification under Section 8.2 settle the Indemnified Claims without consent of the Merger Agreement except to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, if such settlement (x) involves only the Holders Representative may undertake, conduct and control, through counsel payment of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement money which Nelnet pays itself or defense satisfies with insurance proceeds or any combination thereof, and (y) includes a full unconditional general release of the Parent Indemnified Party from the claimant(s) with respect to the Indemnified Claims. Notwithstanding anything to the contrary set forth herein, the Indemnified Parties shall cooperate furnish any reasonable oral and/or written apology or statement to the claimant(s) with respect to the Indemnified Claims as Nelnet may deem necessary or helpful in settling the Indemnified Claims, if requested by Nelnet. The Indemnified Parties shall forward to Nelnet immediately upon receipt copies of all pleadings and communications received in connection with the Holders Representative Indemnified Claims, the Indemnified Parties shall at their expense, cooperate fully and in connection therewith. Such cooperation shall include all respects with Nelnet in defending the retention Indemnified Claims and (upon preparing the Holders Representative’s reasonable request) the provision defense with respect to the Holders Representative of records Indemnified Claims and information that are reasonably relevant to the third party claim, Indemnified Parties shall make available their employees and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided personnel as Nelnet may deem necessary or helpful in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Party.

Claims Procedures. All Indemnification Claims under Section 8.2 of the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. (a) If a claim claim, action, suit or proceeding by a third party (a “Third Party Claim”) is made against a Parent any Person entitled to indemnification pursuant to Section 8.2 hereof (an “Indemnified Party”), and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of the Merger Agreementthis ARTICLE VIII, such Parent Indemnified Party shall promptly notify deliver a Claim Notice to the Holders Representative Party obligated to indemnify such Indemnified Party (such notified party, the “Responsible Party”) of such Indemnification Claims. The claims; provided that the failure to provide such notice deliver a Claim Notice shall not result in a waiver relieve the Responsible Party of any right to indemnification under Section 8.2 of the Merger Agreement its obligations hereunder, except to the extent that the indemnifying party Responsible Party is actually and materially prejudiced by such failurethereby. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified The Responsible Party shall undertakehave the right to be entitled to participate in the defense of such Third Party Claim and, to the extent that it wishes, to assume the conduct and control, through counsel of its own choosing (reasonably acceptable to the Indemnified Party at the expense of such counsel to be included in the amount Responsible Party, of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, provided that the Responsible Party notifies the Indemnified Party of its intent to exercise such right within 15 days after receipt of such Claim Notice, and upon receipt of such notice, the Parent Indemnified Party shall reasonably cooperate with the Holders Representative Responsible Party in connection therewith; provided, that the Responsible Party shall not have the right to assume the defense of such Third Party Claim if (i) the Responsible Party fails to conduct the defense of the claim actively and diligently, (ii) any applicable limitation herein would serve to limit the obligation of the Responsible Party to indemnify the Indemnified Party for any Loss which would be reasonably anticipated to result from such claim were it successful or (iii) the Responsible Party is not reasonably anticipated to have the financial wherewithal to indemnify the Indemnified Party if the claim is successful. Such cooperation shall include If the retention Responsible Party assumes the defense of a Third Party Claim, then (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third Party Claim are within the scope of and subject to indemnification, and (upon ii) no compromise or settlement of such Third Party Claims may be effected by the Holders RepresentativeResponsible Party without the Indemnified Party’s reasonable requestconsent unless (A) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any Person; (B) the provision to the Holders Representative of records and information sole relief provided is monetary damages that are reasonably relevant paid in full by the Responsible Party; and (C) the Indemnified Party has no liability with respect to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requestedcompromise or settlement. The Parent Responsible Party shall permit the Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative to participate in the such settlement or defense thereofthrough counsel chosen by such Indemnified Party, it being understood provided that the Holders Representative fees and expenses of such counsel shall control be borne by such defenseIndemnified Party. So long as the Responsible Party is reasonably contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or settle any such Third Party Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third Party Claim (whether or not appropriate notice has been given by Indemnified Party), provided that in such event it shall irrevocably waive any and all rights (including any rights of its Affiliates) to indemnification for such Third Party Claim unless the Responsible Party shall have expressly consented in advance in writing to such payment or settlement. If the Responsible Party does not notify the Indemnified Party within 15 days after the receipt of the Indemnified Party’s Claim Notice hereunder that it elects to undertake the defense of the Third Party Claim described in such Claim Notice, the Indemnified Party shall have the right to (x) contest such Third Party Claim, and (y) with the prior written consent of the Responsible Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle such Third Party Claim, and the Responsible Party shall have the right at any time to participate (including through counsel chosen by the Responsible Party) in the defense of any such Third Party Claim at its own expense. The Holders Representative Indemnified Party shall not waive any right to indemnity pursuant to this Agreement by contesting or settling any claim in accordance with the previous sentence. The Responsible Party shall not, except with the consent of the Parent Indemnified Party, such Party (which consent shall not to be unreasonably withheld withheld, conditioned or delayed), enter into any settlement or consent to the entry of any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent all Indemnified Party Parties of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by to such Parent Indemnified Partyclaim.

Claims Procedures. All Indemnification Claims Each party entitled to indemnification or contribution under Section 8.2 this SECTION 6 (the "Indemnified Party") shall give notice to the party required to provide indemnification or contribution (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity or contribution may be sought, provided that the Merger failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement arising as a result unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action, and shall permit the Indemnifying Party to assume the defense of third party claims against Parent Indemnified Parties any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be made and resolved as hereinafter set forth. If a claim approved by a third party is made against a Parent the Indemnified PartyParty (whose approval shall not unreasonably be withheld), and if such Parent the Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of may participate in such defense at such party's expense, and provided further, that if the Merger Agreement, defendants in any such Parent action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall promptly notify the Holders Representative of such Indemnification Claims. The failure have reasonably concluded that there may be legal defenses available to provide such notice shall not result in a waiver of any right it and/or other Indemnified Parties which are materially different from or additional to indemnification under Section 8.2 of the Merger Agreement except those available to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Indemnifying Party, the Parent Indemnified Party or Parties shall have the right to select separate counsel to assert such legal defenses (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 this SECTION 6.4 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof (other than reasonable costs of investigation) unless (a) the Indemnified Party shall undertakehave employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence, conduct and control(b) the Indemnifying Party shall not have employed counsel satisfactory to the indemnified party to represent the Indemnified Party within a reasonable time, through or (c) the Indemnifying Party has authorized the employment of counsel of its own choosing (for the Indemnified Party at the expense of such counsel to be included the Indemnifying Party. No Indemnifying Party, in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewithsuch claim or litigation, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall notshall, except with the consent of the Parent each Indemnified Party, such Party (whose consent shall not to be unreasonably withheld or delayed, enter into any settlement or consent withheld),consent to entry of any judgment that (i) or enter into any settlement which does not include as an unconditional term thereof the giving by the Person claimant or Persons asserting such claim plaintiff to such Parent Indemnified Party of an unconditional a release from all liability with in respect thereto, to such claim or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Partylitigation.

Claims Procedures. All Indemnification Claims under Section 8.2 In the case of any Damages for which indemnification is sought hereunder, the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of seeking indemnification (the Merger Agreement, such Parent Indemnified Party "Indemnitee") shall promptly notify the Holders Representative party from whom indemnification is sought (the "Indemnifying Party") in writing of the existence and nature of such Indemnification Claims. The Damages, as well as the claim, demand, action or proceeding, if any, out of which the Damages arise (a "Claim"); provided, however, that no failure to provide such notice shall not result or delay by the Indemnitee in a waiver of any right to indemnification under Section 8.2 the performance of the Merger Agreement foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party to indemnify and hold the Indemnitee harmless, except to the extent the indemnifying party is actually Indemnitee's failure to give or delay in giving the required notice materially prejudiced impairs the Indemnifying Party's ability to indemnify, defend or mitigate its Damages, in which case the Indemnifying Party shall have no obligation to indemnify the Indemnitee to the extent of Damages, if any, caused by such failurefailure to give or delay in giving the required notice. With respect to an Indemnification If such Damages arise out of a Claim arising from by a third-party claim against a Parent Indemnified Partythird party, the Parent Indemnified Indemnitee must give the Indemnifying Party shall undertake, conduct a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnifying Party at the Indemnifying Party's sole cost and control, through expense and with counsel of its own choosing selection, and the Indemnifying Party shall pay any resulting settlements (the expense of such counsel to be included in the amount of such Indemnification Claimincluding all associated Damages), the settlement satisfy any judgments or defense thereofcomply with any decrees; provided, further, however, no later than 30 days following receipt that the Indemnitee shall at all times also have the right fully to participate in the defense at Indemnitee's sole cost and expense so long as such participation occurs without hindering or impairing the defense of notice the Indemnifying Party. Notwithstanding the foregoing, without the prior written consent of the Indemnitee, the Indemnifying Party shall not compromise or settle any Claim if (i) the terms thereof impose any liability or obligations on the Indemnitee or (ii) the terms thereof fail to include an unconditional general release of the Indemnitee with respect to all liabilities and obligations in respect of such Indemnification Claim from Parent upon delivery of written notice Claim. If the Indemnifying Party shall, within a reasonable time after said notice, fail to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Partiesdefend, the Holders Representative may undertakeIndemnitee shall have the right, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, but not the settlement or defense thereofobligation, and without waiving any rights against the Parent Indemnified Party shall cooperate with Indemnifying Party, to undertake the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claimdefense of, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, Indemnifying Party (such consent not to be unreasonably withheld unreasonably), to compromise or delayedsettle the Claim on behalf, enter into for the account, and at the risk and expense, of the Indemnifying Party and shall be entitled to collect the amount of any settlement or consent to entry of judgment or decree and all costs and expenses (including, without limitation, reasonable attorneys' fees) in connection therewith from the Indemnifying Party. Except as provided in the preceding sentence, the Indemnitee shall not compromise or settle any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified PartyClaim.

Claims Procedures. All Indemnification Claims under Section 8.2 In the case of any Damages for which indemnification is sought hereunder, the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of seeking indemnification (the Merger Agreement, such Parent Indemnified Party “Indemnitee”) shall promptly notify the Holders Representative party from whom indemnification is sought (the “Indemnifying Party”) in writing of the existence and nature of such Indemnification Claims. The Damages, as well as the claim, demand, action or proceeding, if any, out of which the Damages arise (a “Claim”); provided, however, that no failure to provide such notice shall not result or delay by the Indemnitee in a waiver of any right to indemnification under Section 8.2 the performance of the Merger Agreement foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party to indemnify and hold the Indemnitee harmless, except to the extent the indemnifying party is actually Indemnitee’s failure to give or delay in giving the required notice materially prejudiced impairs the Indemnifying Party’s ability to indemnify, defend or mitigate its Damages, in which case the Indemnifying Party shall have no obligation to indemnify the Indemnitee to the extent of Damages, if any, caused by such failurefailure to give or delay in giving the required notice. With respect to an Indemnification If such Damages arise out of a Claim arising from by a third-party claim against a Parent Indemnified Partythird party, the Parent Indemnified Indemnitee must give the Indemnifying Party shall undertake, conduct a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnifying Party at the Indemnifying Party’s sole cost and control, through expense and with counsel of its own choosing selection, and the Indemnifying Party shall pay any resulting settlements (the expense of such counsel to be included in the amount of such Indemnification Claimincluding all associated Damages), the settlement satisfy any judgments or defense thereofcomply with any decrees; provided, further, however, no later than 30 days following receipt that the Indemnitee shall at all times also have the right fully to participate in the defense at Indemnitee’s sole cost and expense so long as such participation occurs without hindering or impairing the defense of notice the Indemnifying Party. Notwithstanding the foregoing, without the prior written consent of the Indemnitee, the Indemnifying Party shall not compromise or settle any Claim if (i) the terms thereof impose any liability or obligations on the Indemnitee or (ii) the terms thereof fail to include an unconditional general release of the Indemnitee with respect to all liabilities and obligations in respect of such Indemnification Claim from Parent upon delivery of written notice Claim. If the Indemnifying Party shall, within a reasonable time after said notice, fail to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Partiesdefend a Claim, the Holders Representative may undertakeIndemnitee shall have the right, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, but not the settlement or defense thereofobligation, and without waiving any rights against the Parent Indemnified Party shall cooperate with Indemnifying Party, to undertake the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claimdefense of, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, Indemnifying Party (such consent not to be unreasonably withheld unreasonably), to compromise or delayedsettle the Claim on behalf, enter into for the account, and at the risk and expense, of the Indemnifying Party and shall be entitled to collect the amount of any settlement or consent to entry of judgment or decree and all costs and expenses (including, without limitation, reasonable attorneys’ fees) in connection therewith from the Indemnifying Party. Except as provided in the preceding sentence, the Indemnitee shall not compromise or settle any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified PartyClaim.

Claims Procedures. All Indemnification How to Make a Claim You should notify Your claim as soon as practicable but within thirty-one (31) days of an Accident or Injury to Our Claims Administrator, at the following address: Claims Settlement Agencies Limited 000 – 000 Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, Xxxxx. SS7 2DD Telephone: +00 (0) 0000 000000 E-mail: xxxx@xxxx.xx.xx Web: xxx.xxxx.xx.xx Our Claims Administrator will promptly send You a Claim Form once contact is made. If You encounter any issues with this process, You should contact the Intermediary who arranged this Policy on Your behalf, details of which You can find on Your validation certificate, who sold You this Policy. You must carry out all reasonable measures to mitigate the loss and it is Your responsibility to prove the loss and retain receipts, photographs & guarantees where possible. Fraudulent Claims If You or any other person acting on Your behalf submits any claim under Section 8.2 this Policy through concealment, misstatement or deliberative provision of the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties false information, We shall be under no liability to make payment in respect of such claim and You must pay back any benefit, indemnity or expense that We have already paid that was subject to the concealment. Cooling-Off Period and Cancellation You have a right to cancel up to 14 days from the date you receive the policy document at the start of your insurance provided that no insured person has travelled, (or in the case of Single Trip policies, cover has not already commenced), and no claim under this policy has been made. Should you decide to exercise your cancellation right, you will be entitled to a full refund of premium provided that no insured person has travelled, (or in the case of Single Trip policies, cover has not already commenced), and no claim under this policy has been made and resolved as hereinafter set forthor is intended to be made. If Should you decide to exercise your cancellation right for an Annual Multi-trip insurance after the 14 day cooling off period, You may do so provided You have not made a claim by giving thirty (30) days written notice to Us. In this Event, We will refund the premium You have paid to Us to Your Insurance the Intermediary who arranged this Policy on Your behalf, details of which You can find on Your validation certificate, less the amount of premium which relates to the time period under which You have been covered under this Policy. To cancel your policy, please contact the Intermediary who arranged this Policy on Your behalf, details of which You can find on Your validation certificate, to obtain this refund. Their address and telephone number will appear on their correspondence to You. Our right to cancel this policy: We will not cancel a third party is made against a Parent Indemnified Partypolicy during its lifetime as long as: • you have paid your premium in full; • neither you nor any other insured person commits fraud. We will not cancel an annual multi trip policy during your period of insurance unless one or more of the following happens: • you have not paid your premium in full; • you, and if such Parent Indemnified Party or any other insured person, commit fraud; or • the risk we agreed to insure changes significantly (for ex- ample because activities an insured person intends to seek indemnity with respect thereto under Section 8.2 be involved in during any trip change after the insurance starts). If we cancel your policy for this reason, you will be entitled to a refund of premium which will be calculated ac- cording to the Merger Agreement, such Parent Indemnified Party shall promptly notify the Holders Representative number of such Indemnification Claimsdays remaining in your period of insurance. The • Non-cooperation or failure to provide such notice shall any information or documentation requested by us. Disputes and Complaints We are dedicated to providing You with a first class service and Our wish is to ensure that all aspects of Your insurance are dealt with promptly, fairly and efficiently at all times. If You feel that We have not result offered a first class service or You have any questions or concerns about this Policy or the handling of Your claim, please contact Us and We will do Our best to resolve the problem. Our contact details are: Compliance Department Antares Managing Agency limited 00 Xxxx Xxxxxx London EC3M 7HB Telephone: +00 (0)00 0000 0000 Fax: +00 (0)00 0000 0000 If Your concerns relate to any other aspect of the Policy please contact the Intermediary who arranged this Policy on Your behalf. If at any time You feel that Your complaint has not been resolved, You may refer the matter to the Complaints Department at: Lloyd’s. Their address is: Complaints Lloyd’s Market Services Xxx Xxxx Xxxxxx, Xxxxxx. EC3M 7HA Telephone: +00 (0) 000 0000 0000 Fax: +00 (0) 00 0000 0000 E-mail: xxxxxxxxxx@xxxxxx.xxx Website: xxx.xxxxxx.xxx/xxxxxxxxxx We always seek to improve our service and we therefore welcome feedback and suggestions for improvement. Should you wish to raise any comments regarding the Lloyd’s complaints process you may raise those with the Lloyd’s Head of Market Conduct at XxxxxxXxxxxxx@xxxxxx.xxx. However, we would ask that you do not use this email to notify Lloyd’s of individual complaints, but please instead use the contact details above. Details of Lloyd’s complaints procedures including timescales are set out in a waiver of any right to indemnification under Section 8.2 of leaflet “Your Complaint – How We Can Help” available from the Merger Agreement except above address or on the website xxx.xxxxxx.xxx. If You remain dissatisfied after Lloyd’s has considered Your complaint, You may refer Your complaint to the extent Financial Ombudsman Service (FOS). The contact details for the indemnifying party is actually materially prejudiced by such failureFinancial Ombudsman Services is: The Financial Ombudsman Service Exchange Tower, London. With respect to an Indemnification Claim arising E14 9SR Telephone: +00 (0) 000 000 0000 (free from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included “fixed lines” in the amount of such Indemnification ClaimUK), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Party.

Claims Procedures. All Indemnification Claims under If this Agreement is subject to ERISA, any controversy or claim arising out of or relating to this Agreement shall be filed with the Plan Administrator or its designee which shall make all determinations concerning such claim. Any decision by the Plan Administrator denying such claim shall be in writing and shall be delivered to all parties in interest in accordance with the notice provisions of Section 8.2 8 hereof. Such decision shall set forth the reasons for denial in plain language. Pertinent provisions of the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved cited and, where appropriate, an explanation as hereinafter set forthto how the claimant can perfect the claim will be provided. This notice of denial of benefits will be provided within ninety (90) days of the Plan Administrator's receipt of the claim for benefits. If the Plan Administrator fails to notify the claimant of its decision regarding the claim, the claim shall be considered denied, and the claimant then shall be permitted to proceed with an appeal as provided for in this Section 14. A claimant who has been completely or partially denied a benefit shall be entitled to appeal this denial of his or her claim by filing a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party intends to seek indemnity written statement of his or her position with respect thereto under Section 8.2 of the Merger Agreement, such Parent Indemnified Party shall promptly notify the Holders Representative of such Indemnification Claims. The failure to provide such notice shall not result in a waiver of any right to indemnification under Section 8.2 of the Merger Agreement except to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, Plan Administrator no later than 30 sixty (60) days after receipt of the written notification of such denial. The Plan Administrator shall schedule an opportunity for a full and fair review of the issue within thirty (30) days of receipt of the appeal. The decision on review shall set forth specific reasons for the decision, and shall cite specific references to the pertinent provisions of the Agreement on which the decision is based. Following the review of any additional information submitted by the claimant, either through the hearing process or otherwise, the Plan Administrator shall make its decision regarding the merits of the denied claim within sixty (60) days following receipt of the request for review (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). The Plan Administrator shall deliver the decision to the claimant in writing. If an extension of time for reviewing the appealed claim is required because of special circumstances, written notice of such Indemnification Claim from Parent upon delivery of written notice the extension shall be furnished to Parent confirming the obligation claimant prior to the commencement of the Fully-Diluted Stockholders to indemnify and hold harmless extension. If the Parent Indemnified Partiesdecision on review is not furnished within the prescribed time, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party claim shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available be deemed denied on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Partyreview.

Claims Procedures. All Indemnification Claims under Section 8.2 In the event that the any of the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If wishes to assert a claim by for indemnification hereunder it shall give the Company and EVGN (the “Indemnifying Parties”) a written notice thereof (a “Claims Notice”), which shall describe in reasonable detail the facts and circumstances upon which the asserted claim for indemnification is based and thereafter keep the Indemnifying Parties fully informed with respect thereto. In the event that such Claims Notice results from a third party is made claim against a Parent the Indemnified Party, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of the Merger Agreement, such Parent Indemnified Party shall promptly notify upon becoming aware of the Holders Representative commencement of proceedings by such Indemnification Claimsthird party provide the Indemnifying Parties with the Claims Notice and the Indemnifying Parties shall have the right to assume the defense thereof (at their expense) with counsel selected by the Indemnifying Party and reasonably satisfactory to the applicable Indemnified Party; provided, however, that the Indemnified Party shall have the right to retain its own counsel, at its expenses within the indemnification limitations herein, if representation of the Indemnified Party by the counsel retained by the Indemnifying Parties would be inappropriate due to actual or potential differing interests between the Indemnifying Parties and any other party represented by such counsel in such proceeding. The failure Failure of the Indemnified Party to provide such give the Indemnifying Parties prompt notice or to keep it informed as provided herein shall not result in a waiver relieve the Indemnifying Parties of any right to indemnification under Section 8.2 of the Merger Agreement their obligations hereunder, except to the extent that the indemnifying party Indemnifying Parties is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified PartyThe Indemnifying Parties shall not be liable, the Parent Indemnified Party nor shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to it be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders required to indemnify and or hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation with any settlement effected without its consent in writing, which shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Partywithheld.

Claims Procedures. All Indemnification Claims under Section 8.2 of A party (the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party "Indemnitee") which intends to seek indemnity claim indemnification under this Section 12 shall notify the other party (the "Indemnitor") within a reasonable time in writing of any action, claim or liability in respect of which the Indemnitee believes it is entitled to claim *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect thereto under Section 8.2 of to the Merger Agreementomitted portions. indemnification, such Parent Indemnified Party shall promptly notify provided that the Holders Representative of such Indemnification Claims. The failure to provide such give timely notice to the Indemnitor shall not result in a waiver of release the Indemnitor from any right liability to indemnification under Section 8.2 of the Merger Agreement except Indemnitee to the extent the indemnifying party Indemnitor is actually materially not prejudiced thereby. The Indemnitor shall have the right, by notice to the Indemnitee, to assume the defense of any such failureaction or claim within the fifteen (15) day period after the Indemnitor's receipt of notice of any action or claim with counsel of the Indemnitor's choice and at the sole cost of the Indemnitor. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified PartyIf the Indemnitor does not so assume the defense of such claim, the Parent Indemnified Party shall undertakeIndemnitee may assume such defense with counsel of its choice and at the sole cost of the Indemnitor. If the Indemnitor so assumes such defense, conduct and control, the Indemnitee may participate therein through counsel of its own choosing (choice, but at the expense sole cost of the Indemnitee. The party not assuming the defense of any such claim shall render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such counsel to assistance shall paid be included in for by the amount of party determined ultimately liable. No such Indemnification Claim), claim shall be settled other than by the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming party defending the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereofsame, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except then only with the consent of the Parent Indemnified Party, such consent other party which shall not to be unreasonably withheld or delayed, enter into withheld; provided that the Indemnitee shall have no obligation to consent to any settlement of any such action or claim which imposes on the Indemnitee any liability or obligation which cannot be assumed and performed in full by the Indemnitor, and the Indemnitee shall have no right to withhold its consent to entry any settlement of any judgment that (i) does not include as an unconditional term thereof such action or claim if the giving settlement involves only the payment of money by the Person Indemnitor or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Partyits insurer.

Claims Procedures. All Indemnification Claims under Section 8.2 of A party (the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party “indemnitee”) that intends to seek indemnity with respect thereto claim indemnification under Section 8.2 of the Merger Agreement, such Parent Indemnified Party shall promptly this Article 13 will notify the Holders Representative other party (the “indemnitor”) within a reasonable time in writing of such Indemnification Claims. The any action, claim, or liability in respect of which the indemnitee believes it is entitled to claim indemnification; provided that the failure to provide such give timely notice shall to the indemnitor will not result in a waiver of release the indemnitor from any right liability to indemnification under Section 8.2 of the Merger Agreement indemnitee except to the extent the indemnifying party indemnitor is actually materially prejudiced thereby. The indemnitor will have the right, by notice to the indemnitee, to assume the defense of any such failureaction or claim within the fifteen (15) day period after the indemnitor's receipt of notice of any action or claim with counsel of the indemnitor's choice and at the sole cost of the indemnitor. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified PartyIf the indemnitor does not so assume the defense of such Third Party claim, the Parent Indemnified Party shall undertakeindemnitee may assume such defense with counsel of its choice and at the sole cost of the indemnitor. If the indemnitor so assumes such defense, conduct and control, the indemnitee may participate therein through counsel of its own choosing (choice, but at the expense sole cost of the indemnitee. The party not assuming the defense of any such claim will render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such counsel to assistance will be included in for the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation account of the Fully-Diluted Stockholders to indemnify and hold harmless indemnitor. No such claim will be settled other than by the Parent Indemnified Parties, party defending the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereofsame, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except then only with the consent of the Parent Indemnified Partyother party, such consent which will not to be unreasonably withheld or delayed, enter into withheld; provided that the indemnitee will have no obligation to consent to any settlement of any such action or claim that imposes on the indemnitee any liability or obligation that cannot be assumed and performed in full by the indemnitor, and the indemnitee will have no right to withhold its consent to entry any settlement of any judgment that (i) does not include as an unconditional term thereof such action or claim if the giving settlement involves only the payment of money by the Person indemnitor or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Partyits insurer.

Claims Procedures. All Indemnification How to Make a Claim You should notify Your claim as soon as practicable but within thirty-one (31) days of an Accident or Injury to Our Claims Administrator, at the following address: Claims Settlement Agencies Limited 000 – 000 Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, Xxxxx. SS7 2DD Telephone: +00 (0) 0000 000000 E-mail: xxxx@xxxx.xx.xx Web: xxx.xxxx.xx.xx Our Claims Administrator will promptly send You a Claim Form once contact is made. If You encounter any issues with this process, You should contact the Intermediary who arranged this Policy on Your behalf, details of which You can find on Your validation certificate, who sold You this Policy. You must carry out all reasonable measures to mitigate the loss and it is Your responsibility to prove the loss and retain receipts, photographs & guarantees where possible. Fraudulent Claims If You or any other person acting on Your behalf submits any claim under Section 8.2 this Policy through concealment, misstatement or deliberative provision of the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties false information, We shall be under no liability to make payment in respect of such claim and You must pay back any benefit, indemnity or expense that We have already paid that was subject to the concealment. Cooling-Off Period and Cancellation You have a right to cancel up to 14 days from the date you receive the policy document at the start of your insurance provided that no insured person has travelled, (or in the case of Single Trip policies, cover has not already commenced), and no claim under this policy has been made. Should you decide to exercise your cancellation right, you will be entitled to a full refund of premium provided that no insured person has travelled, (or in the case of Single Trip policies, cover has not already commenced), and no claim under this policy has been made and resolved as hereinafter set forthor is intended to be made. If Should you decide to exercise your cancellation right for an Annual Multi-trip insurance after the 14 day cooling off period, You may do so provided You have not made a claim by giving thirty (30) days written notice to Us. In this Event, We will refund the premium You have paid to Us to Your Insurance the Intermediary who arranged this Policy on Your behalf, details of which You can find on Your validation certificate, less the amount of premium which relates to the time period under which You have been covered under this Policy. To cancel your policy, please contact the Intermediary who arranged this Policy on Your behalf, details of which You can find on Your validation certificate, to obtain this refund. Their address and telephone number will appear on their correspondence to You. Our right to cancel this policy: We will not cancel a third party is made against a Parent Indemnified Partypolicy during its lifetime as long as:  you have paid your premium in full;  neither you nor any other insured person commits fraud. We will not cancel an annual multi trip policy during your period of insurance unless one or more of the following happens:  you have not paid your premium in full;  you, and if such Parent Indemnified Party or any other insured person, commit fraud; or  the risk we agreed to insure changes significantly (for ex- ample because activities an insured person intends to seek indemnity with respect thereto under Section 8.2 be involved in during any trip change after the insurance starts). If we cancel your policy for this reason, you will be entitled to a refund of premium which will be calculated ac- cording to the Merger Agreement, such Parent Indemnified Party shall promptly notify the Holders Representative number of such Indemnification Claimsdays remaining in your period of insurance. The  Non-cooperation or failure to provide such notice shall any information or documentation requested by us. Disputes and Complaints We are dedicated to providing You with a first class service and Our wish is to ensure that all aspects of Your insurance are dealt with promptly, fairly and efficiently at all times. If You feel that We have not result offered a first class service or You have any questions or concerns about this Policy or the handling of Your claim, please contact Us and We will do Our best to resolve the problem. Our contact details are: Compliance Department Antares Managing Agency limited 00 Xxxx Xxxxxx London EC3M 7HB Telephone: +00 (0)00 0000 0000 Fax: +00 (0)00 0000 0000 If Your concerns relate to any other aspect of the Policy please contact the Intermediary who arranged this Policy on Your behalf. If at any time You feel that Your complaint has not been resolved, You may refer the matter to the Complaints Department at: Lloyd’s. Their address is: Complaints Lloyd’s Market Services Xxx Xxxx Xxxxxx, Xxxxxx. EC3M 7HA Telephone: +00 (0) 000 0000 0000 Fax: +00 (0) 00 0000 0000 E-mail: xxxxxxxxxx@xxxxxx.xxx Website: xxx.xxxxxx.xxx/xxxxxxxxxx We always seek to improve our service and we therefore welcome feedback and suggestions for improvement. Should you wish to raise any comments regarding the Lloyd’s complaints process you may raise those with the Lloyd’s Head of Market Conduct at XxxxxxXxxxxxx@xxxxxx.xxx. However, we would ask that you do not use this email to notify Lloyd’s of individual complaints, but please instead use the contact details above. Details of Lloyd’s complaints procedures including timescales are set out in a waiver of any right to indemnification under Section 8.2 of leaflet “Your Complaint – How We Can Help” available from the Merger Agreement except to above address or on the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Party.website

Claims Procedures. All Indemnification Claims under Section 8.2 of A Party (the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party “Indemnitee”) which intends to seek indemnity with respect thereto claim indemnification under Section 8.2 of the Merger Agreement, such Parent Indemnified Party this Article XI shall promptly notify the Holders Representative other Party (the “Indemnitor”) within a reasonable time in writing of such Indemnification Claims. The any action, claim or liability in respect of which the Indemnitee believes it is entitled to claim indemnification, provided that the failure to provide such give timely notice to the Indemnitor shall not result in a waiver of release the indemnitor from any right liability to indemnification under Section 8.2 of the Merger Agreement except Indemnitee to the extent the indemnifying party Indemnitor is actually materially not prejudiced thereby. The Indemnitor shall have the right, by written notice to the Indemnitee, to assume the defense of any such failureaction or claim within the fifteen (15) day period by providing such notice within 15 days after the Indemnitor’s receipt of notice THIS DOCUMENT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. With respect to an Indemnification Claim arising from a third-party REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. of any action or claim against a Parent Indemnified Partywith counsel of the Indemnitor’s choice and at the sole cost of the Indemnitor. If the Indemnitor does not so assume the defense of such claim, the Parent Indemnified Party shall undertakeIndemnitee may assume such defense with counsel of its choice and at the sole cost of the Indemnitor. If the Indemnitor so assumes such defense, conduct and control, the Indemnitee may participate therein through counsel of its own choosing (choice, but at the expense sole cost of the Indemnitee. The Party not assuming the defense of any such claim shall render all reasonable assistance to the Party assuming such defense, and all reasonable out-of-pocket costs of such counsel to assistance shall paid be included in for by the amount of Party determined ultimately liable. No such Indemnification Claim), claim shall be settled other than by the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming Party defending the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereofsame, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except then only with the consent of the Parent Indemnified Party, such consent other Party which shall not to be unreasonably withheld or delayed, enter into withheld; provided that the Indemnitee shall have no obligation to consent to any settlement of any such action or claim which imposes on the Indemnitee any liability or obligation which cannot be assumed and performed in full by the Indemnitor, and the Indemnitee shall have no right to withhold its consent to entry any settlement of any judgment that (i) does not include as an unconditional term thereof such action or claim if the giving settlement involves only the payment of money by the Person Indemnitor or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Partyits insurer.

Claims Procedures. All Indemnification Claims under Unless a different procedure is specified in Section 8.2 6.8, in the case of any Damages for which indemnification is sought hereunder, the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of seeking indemnification (the Merger Agreement, such Parent Indemnified Party "INDEMNITEE") shall promptly notify the Holders Representative party from whom indemnification is sought (the "INDEMNIFYING PARTY") in writing of the existence and nature of such Indemnification Claims. The Damages, as well as the claim, demand, action or proceeding, if any, out of which the Damages arise (a "CLAIM"); provided, however, that no failure to provide such notice shall not result or delay by the Indemnitee in a waiver of any right to indemnification under Section 8.2 the performance of the Merger Agreement foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party to indemnify and hold the Indemnitee harmless, except to the extent the indemnifying party is actually Indemnitee's failure to give or delay in giving the required notice materially prejudiced impairs the Indemnifying Party's ability to indemnify or defend or to mitigate its Damages, in which case the Indemnifying Party shall have no obligation to indemnify the Indemnitee to the extent of Damages, if any, caused by such failurefailure to give or delay in giving the required notice. With respect to an Indemnification If such Damages arise out of a Claim arising from by a third-party claim against a Parent Indemnified Partythird person, the Parent Indemnified Indemnitee must give the Indemnifying Party shall undertake, conduct a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnifying Party at the Indemnifying Party's sole cost and control, through expense and with counsel of its own choosing selection, and the Indemnifying Party shall pay any resulting settlements (the expense of such counsel to be included in the amount of such Indemnification Claimincluding all associated Damages), the settlement satisfy any judgments or defense thereofcomply with any decrees; provided, further, however, no later than 30 days following receipt that the Indemnitee shall at all times also have the right fully to participate in the defense at Indemnitee's sole cost and expense so long as such participation occurs without hindering or impairing the defense of notice the Indemnifying Party. Notwithstanding the foregoing, without the prior written consent of the Indemnitee, the Indemnifying Party shall not compromise or settle any Claim if (i) the terms thereof impose any liability or obligations on the Indemnitee, or (ii) the terms thereof fail to include an unconditional general release of the Indemnitee with respect to all liabilities and obligations in respect of such Indemnification Claim from Parent upon delivery of written notice Claim. If the Indemnifying Party shall, within a reasonable time after said notice, fail to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Partiesdefend, the Holders Representative may undertakeIndemnitee shall have the right, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, but not the settlement or defense thereofobligation, and without waiving any rights against the Parent Indemnified Party shall cooperate with Indemnifying Party, to undertake the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claimdefense of, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, Indemnifying Party (such consent not to be unreasonably withheld unreasonably), to compromise or delayedsettle the Claim on behalf, enter into for the account, and at the risk and expense, of the Indemnifying Party and shall be entitled to collect the amount of any settlement or consent to entry of judgment or decree and all costs and expenses (including, without limitation, reasonable attorney's fees) in connection therewith from the Indemnifying Party. Except as provided in the preceding sentence, the Indemnitee shall not compromise or settle any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified PartyClaim.

Claims Procedures. All Indemnification Claims Each party entitled to indemnification or ----------------- contribution under this Section 8.2 6 (the "Indemnified Party") shall give notice to --------- the party required to provide indemnification or contribution (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity or contribution may be sought, provided that the Merger failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement arising as a result unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action, and shall permit the Indemnifying Party to assume the defense of third party claims against Parent Indemnified Parties any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be made and resolved as hereinafter set forth. If a claim approved by a third party is made against a Parent the Indemnified PartyParty (whose approval shall not unreasonably be withheld), and if such Parent the Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of may participate in such defense at such party's expense, and provided further, that if the Merger Agreement, defendants in any such Parent action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall promptly notify the Holders Representative of such Indemnification Claims. The failure have reasonably concluded that there may be legal defenses available to provide such notice shall not result in a waiver of any right it and/or other Indemnified Parties which are materially different from or additional to indemnification under Section 8.2 of the Merger Agreement except those available to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Indemnifying Party, the Parent Indemnified Party or Parties shall have the right to select separate counsel to assert such legal defenses (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 this Section 6.4 for any legal or other expenses subsequently incurred by ----------- such Indemnified Party in connection with the defense thereof (other than reasonable costs of investigation) unless (a) the Indemnified Party shall undertakehave employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence, conduct and control(b) the Indemnifying Party shall not have employed counsel satisfactory to the indemnified party to represent the Indemnified Party within a reasonable time, through or (c) the Indemnifying Party has authorized the employment of counsel of its own choosing (for the Indemnified Party at the expense of such counsel to be included the Indemnifying Party. No Indemnifying Party, in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewithsuch claim or litigation, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall notshall, except with the consent of the Parent each Indemnified Party, such Party (whose consent shall not to be unreasonably withheld or delayed, enter into any settlement or consent withheld),consent to entry of any judgment that (i) or enter into any settlement which does not include as an unconditional term thereof the giving by the Person claimant or Persons asserting such claim plaintiff to such Parent Indemnified Party of an unconditional a release from all liability with in respect thereto, to such claim or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Partylitigation.

Claims Procedures. All Indemnification Except with respect to Third Party Claims under covered by Section 8.2 of the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party10.4, and if such Parent an Indemnified Party intends wishes to seek indemnity with respect thereto under Section 8.2 of the Merger Agreementmake an Indemnification Claim for Losses pursuant to this Article X, such Parent Indemnified Party shall promptly notify the Holders Representative of such Indemnification Claims. The failure to provide such give written notice shall not result in a waiver of any right to indemnification under Section 8.2 of the Merger Agreement except to the extent Buyer or the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified PartySeller, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing as applicable (the expense of such counsel to be included in the amount of such Indemnification Claim“Indemnitor”), the settlement or defense thereof; providedpromptly, however, and in any event no later than 30 days following receipt after it acquires Knowledge of the fact, event or circumstances giving rise to the claim for the Losses, but the failure of any Indemnified Party to give notice as provided in this Section 10.3 shall not relieve the Indemnitor of its obligations under this Article X, except to the extent that the Indemnitor is materially prejudiced by such failure to give notice. Such written notice shall specify in reasonable detail the factual basis of such claim, state the amount of Losses (or if not known, a good faith estimate of the amount of Losses) and the method of computation thereof and contain a reference to the provision of this Agreement in respect of which such claim arises. Promptly after written notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming a claim has been provided as set forth above (and in no event later than 30 days after the obligation Indemnified Party acquires knowledge of the Fully-Diluted Stockholders fact, event or circumstances giving rise to indemnify and hold harmless the Parent Indemnified Partiesa claim for Losses), the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate supply the Buyer with such information and documents as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the Holders Representative in connection therewith. Such cooperation shall include amount of the retention Losses that it asserts it has sustained or incurred, and (upon will permit the Holders Representative’s reasonable request) the provision Indemnitor to the Holders Representative of inspect such other records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative books in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent possession of the Parent Indemnified Party, and will allow reasonable access, to relevant personnel, auditors and other Representatives (subject to customary exceptions for legal privilege), in each case relating to the claim and asserted Losses as the Indemnitor shall reasonably request. The Indemnitor shall have a period of 30 days after receipt by the Indemnitor of such consent not notice and such evidence to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that either (i) does not include as an unconditional term thereof agree to the giving by payment of the Person or Persons asserting such claim Losses to such Parent the Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restrictioncontest the payment of the Losses. If the Indemnitor does not agree to or contests the payment of the Losses within such 30-day period, condition or obligation onthen the Indemnitor shall be deemed not to have accepted the Losses and the Parties shall negotiate in good faith to seek a resolution of such dispute. If the Indemnitor agrees to the payment of the Losses within such 30-day period in accordance with the second preceding sentence, or requires any undertaking or admission by then it shall, within ten Business Days after such Parent agreement, pay to the Indemnified Party.Party the amount of the Losses that is payable pursuant to, and subject to the limitations set forth in, this Article X.

Claims Procedures. All Indemnification (a) Except with respect to Third Party Claims under covered by Section 8.2 of the Merger Agreement arising as a result of third party claims against Parent 10.05, any Buyer Indemnified Parties shall be made and resolved as hereinafter set forth. If Party or Seller Indemnified Party who wishes to make a claim by a third party is made against a Parent for indemnification for Damages pursuant to this Article X (an “Indemnified Party”) shall give written notice to each Person from whom indemnification is being claimed (an “Indemnifying Party”) as promptly as practicable after discovering the Damages, obligation or facts giving rise to such claim for indemnification, describing in reasonable detail the claim, the amount thereof (if known and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of quantifiable) and the Merger Agreementbasis thereof; provided, such Parent Indemnified Party shall promptly notify the Holders Representative of such Indemnification Claims. The however, that any failure to provide in providing such notice in accordance with this Section 10.04(a), however, shall not result in a waiver release the Indemnifying Party from any of any right to indemnification its obligations under Section 8.2 of the Merger Agreement this Article X except to the extent that the indemnifying party Indemnifying Party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from Promptly after written notice of a third-party claim against a Parent Indemnified Partyhas been provided as set forth above, the Parent Indemnified Party shall undertakesupply the Indemnifying Party with all material information and documents the Indemnified Party has in its possession regarding such claim, conduct and control, through counsel of together with all material information in its own choosing (the expense of such counsel to be included in possession regarding the amount of the Damages that the Indemnified Party asserts it has sustained or incurred, and shall provide reasonable access to the Indemnifying Party to inspect such Indemnification Claim), other books and records in the settlement or defense thereof; provided, however, no later than 30 possession of the Indemnified Party and relating to the claim and asserted Damages as the Indemnifying Party shall reasonably request. The Indemnifying Party shall have a period of 15 days following after receipt of notice by the Indemnifying Party of such Indemnification Claim from Parent upon delivery of written notice and such evidence to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that either (i) does not include as an unconditional term thereof agree to the giving by payment of the Person or Persons asserting such claim Damages to such Parent the Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restrictioncontest the payment of the Damages. If the Indemnifying Party does not agree to or contests the payment of the Damages within such 15-day period, condition or obligation onthen the Indemnifying Party shall be deemed not to have accepted the Damages and the Parties shall negotiate in good faith to seek a resolution of such dispute for a 30-day period and, if not resolved through negotiations during such period, then such dispute will be resolved in accordance with Section 12.11 of this Agreement. If the Indemnifying Party agrees to the payment of the Damages within such 15-day period, then it shall, within five Business Days after such agreement, pay, or requires any undertaking or admission by such Parent cause to be paid, to the Indemnified Party.Party the amount of the Damages that is payable pursuant to, and subject to the limitations set forth in, this Article X.

Claims Procedures. All Indemnification Claims under Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.2 6.3 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the sole control of the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of the Merger Agreement, such Parent Indemnified Party shall promptly notify the Holders Representative of such Indemnification Claims. The failure to provide such notice shall not result in a waiver defense of any right to indemnification under Section 8.2 of the Merger Agreement except to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereofany litigation resulting therefrom; provided, however: that counsel for the Indemnifying Party, no later than 30 days following receipt of notice who shall conduct the defense of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming claim or any litigation resulting therefrom, shall be approved by the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing Party (provided that such counsel is reasonably acceptable to Parentwhose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at its own expense, such Party’s expense (unless: (i) the settlement employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or defense thereof, and (ii) the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information have reasonably concluded that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as there may be reasonably requested. The Parent a conflict of interest between the Indemnifying Party and the Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereofof such action, it being understood that in each of which cases the Holders Representative Indemnifying Party shall control such defense. The Holders Representative shall not, except with pay the consent reasonable fees and expenses of one law firm serving as counsel for the Parent Indemnified Party, such consent which law firm shall be subject to approval, not to be unreasonably withheld withheld, by the Indemnifying Party); The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party or delayedmaterially compromise the defense of such claim; No Indemnifying Party, enter into in the defense of any settlement such claim or litigation, shall consent to entry of any judgment that or enter into any settlement, except with the approval of each Indemnified Party (i) does which approval shall not include be unreasonably withheld), except a settlement which imposes only a monetary obligation on the Indemnifying Party and which includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional a release from all liability with in respect thereto, to such claim or (ii) imposes any restriction, condition litigation by the claimant or obligation on, or requires any undertaking or admission by such Parent plaintiff to the Indemnified Party; Each Indemnified Party shall furnish such information or reasonable assistance regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom; and The Indemnifying Party’s obligation due to a Loss shall be reduced dollar for dollar by the amount of insurance proceeds actually received by the Indemnified Party for such Loss.

Claims Procedures. All Indemnification Claims under Each Party entitled to be indemnified by the other Party (an "Indemnified Party") pursuant to Section 8.2 15.3 or 15.4 hereof shall give notice to the other Party (an "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Merger Agreement arising as a result Indemnifying Party to assume the defense of third party claims against Parent Indemnified Parties any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be made approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and resolved the Indemnified Party may participate in such defense at such party's expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as hereinafter set forth. If a claim by a third party is made against a Parent counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and if such Parent provided further, that the failure of any Indemnified Party intends to seek indemnity with respect thereto give notice as provided herein shall not relieve the Indemnifying Party of its obligations under Section 8.2 of this Agreement to the Merger Agreement, such Parent Indemnified Party shall promptly notify extent that the Holders Representative of such Indemnification Claims. The failure to provide such give notice shall did not result in a waiver harm to the Indemnifying Party. No Indemnifying Party, in the defense of any right to indemnification under Section 8.2 of the Merger Agreement except to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Partyor litigation, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall notshall, except with the consent approval of the Parent each Indemnified Party, such consent Party which approval shall not to be unreasonably withheld or delayedwithheld, enter into any settlement or consent to entry of any judgment that or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by the Person claimant or Persons asserting such claim plaintiff to such Parent Indemnified Party of an unconditional a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by the defense of such Parent Indemnified Partyclaim and litigation resulting therefrom.

Claims Procedures. All Indemnification Claims under Unless a different procedure is specified in Section 8.2 6.7 or 6.8, in the case of any Damages for which indemnification is sought hereunder, the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of seeking indemnification (the Merger Agreement, such Parent Indemnified Party "Indemnitee") shall promptly notify the Holders Representative party from whom indemnification is sought (the "Indemnifying Party") in writing of the existence and nature of such Indemnification Claims. The Damages, as well as the claim, demand, action or proceeding, if any, out of which the Damages arise (a "Claim"); provided, however, that no failure to provide such notice shall not result or delay by the Indemnitee in a waiver of any right to indemnification under Section 8.2 the performance of the Merger Agreement foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party to indemnify and hold the Indemnitee harmless, except to the extent the indemnifying party is actually Indemnitee's failure to give or delay in giving the required notice materially prejudiced impairs the Indemnifying Party's ability to indemnify or defend or to mitigate its Damages, in which case the Indemnifying Party shall have no obligation to indemnify the Indemnitee to the extent of Damages, if any, caused by such failurefailure to give or delay in giving the required notice. With respect to an Indemnification If such Damages arise out of a Claim arising from by a third-party claim against a Parent Indemnified Partythird person, the Parent Indemnified Indemnitee must give the Indemnifying Party shall undertake, conduct a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnifying Party at the Indemnifying Party's sole cost and control, through expense and with counsel of its own choosing selection, and the Indemnifying Party shall pay any resulting settlements (the expense of such counsel to be included in the amount of such Indemnification Claimincluding all associated Damages), the settlement satisfy any judgments or defense thereofcomply with any decrees; provided, further, however, no later than 30 days following receipt that the Indemnitee shall at all times also have the right fully to participate in the defense at Indemnitee's sole cost and expense so long as such participation occurs without hindering or impairing the defense of notice the Indemnifying Party. Notwithstanding the foregoing, without the prior written consent of the Indemnitee, the Indemnifying Party shall not compromise or settle any Claim if (i) the terms thereof impose any liability or obligations on the Indemnitee, or (ii) the terms thereof fail to include an unconditional general release of the Indemnitee with respect to all liabilities and obligations in respect of such Indemnification Claim from Parent upon delivery of written notice Claim. If the Indemnifying Party shall, within a reasonable time after said notice, fail to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Partiesdefend, the Holders Representative may undertakeIndemnitee shall have the right, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, but not the settlement or defense thereofobligation, and without waiving any rights against the Parent Indemnified Party shall cooperate with Indemnifying Party, to undertake the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claimdefense of, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, Indemnifying Party (such consent not to be unreasonably withheld unreasonably), to compromise or delayedsettle the Claim on behalf, enter into for the account, and at the risk and expense, of the Indemnifying Party and shall be entitled to collect the amount of any settlement or consent to entry of judgment or decree and all costs and expenses (including, without limitation, reasonable attorney's fees) in connection therewith from the Indemnifying Party. Except as provided in the preceding sentence, the Indemnitee shall not compromise or settle any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified PartyClaim.

Claims Procedures. All Indemnification Claims under Section 8.2 of A party (the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party "Indemnitee") which intends to seek indemnity with respect thereto claim indemnification under this Section 8.2 of the Merger Agreement, such Parent Indemnified Party 12 shall promptly notify the Holders Representative other party (the "Indemnitor") within a reasonable time in writing of such Indemnification Claims. The any action, claim or liability in respect of which the Indemnitee believes it is entitled to claim indemnification, provided that the failure to provide such give timely notice to the Indemnitor shall not result in a waiver of release the indemnitor from any right liability to indemnification under Section 8.2 of the Merger Agreement except Indemnitee to the extent the indemnifying party Indemnitor is actually materially not prejudiced thereby. The Indemnitor shall have the right, by notice to the Indemnitee, to assume the defense of any such failureaction or claim within the fifteen (15) day period after the Indemnitor's receipt of notice of any action or claim with counsel of the Indemnitor's choice and at the sole cost of the Indemnitor. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified PartyIf the Indemnitor does not so assume the defense of such claim, the Parent Indemnified Party shall undertakeIndemnitee may assume such defense with counsel of its choice and at the sole cost of the Indemnitor. If the Indemnitor so assumes such defense, conduct and control, the Indemnitee may participate therein through counsel of its own choosing (choice, but at the expense sole cost of the Indemnitee. The party not assuming the defense of any such claim shall render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such counsel to assistance shall paid be included in for by the amount of party determined ultimately liable. No such Indemnification Claim), claim shall be settled other than by the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming party defending the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereofsame, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except then only with the consent of the Parent Indemnified Party, such consent other party which shall not to be unreasonably withheld or delayed, enter into withheld; provided that the Indemnitee shall have no obligation to consent to any settlement of any such action or claim which imposes on the Indemnitee any liability or obligation which cannot be assumed and performed in full by the Indemnitor, and the Indemnitee shall have no right to withhold its consent to entry any settlement of any judgment that (i) does not include as an unconditional term thereof such action or claim if the giving settlement involves only the payment of money by the Person Indemnitor or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Partyits insurer.

Claims Procedures. All Except with respect to Third Party Claims covered by Section 10.5, the party to this Agreement who wishes to make a Indemnification Claims under Section 8.2 Claim for Losses pursuant to this Article X (an “Indemnified Party”) shall give written notice to the Seller or the Buyer, as applicable (the “Indemnitor”), promptly, and in any event no later than thirty (30) days after it acquires knowledge of the Merger fact, event or circumstances giving rise to the claim for the Losses, but the failure of any Indemnified Party to give notice as provided in this Section 10.4 shall not relieve the Indemnitor of its obligations under this Article X, except to the extent that such Indemnitor is materially prejudiced by such failure to give notice. Such written notice shall specify in reasonable detail the factual basis of such claim, state the amount of Losses (or if not known, a good faith estimate of the amount of Losses) and the method of computation thereof and contain a reference to the provision of this Agreement arising as a result in respect of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forthwhich such claim arises. If Promptly after written notice of a claim by has been provided as set forth above (and in no event later than thirty (30) days after the Indemnified Party acquires knowledge of the fact, event or circumstances giving rise to a third party is made against a Parent claim for Losses), the Indemnified Party shall supply the Indemnitor with such information and documents as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the amount of the Losses that it asserts it has sustained or incurred, and will permit the Indemnitor to inspect such other records and books in the possession of the Indemnified Party, and if such Parent Indemnified Party intends will allow reasonable access, to seek indemnity with respect thereto under Section 8.2 relevant personnel, auditors and other Representatives (subject to customary exceptions for legal privilege), in each case relating to the claim and asserted Losses as the Indemnitor shall reasonably request. The Indemnitor shall have a period of thirty (30) days after receipt by the Merger Agreement, such Parent Indemnified Party shall promptly notify the Holders Representative Indemnitor of such Indemnification Claims. The failure notice and such evidence to provide such notice shall not result in a waiver of any right to indemnification under Section 8.2 of the Merger Agreement except to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that either (i) does not include as an unconditional term thereof agree to the giving by payment of the Person or Persons asserting such claim Losses to such Parent the Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restrictioncontest the payment of the Losses. If the Indemnitor does not agree to or contests the payment of the Losses within such 30-day period, condition or obligation onthen the Indemnitor shall be deemed not to have accepted the Losses and the Parties shall negotiate in good faith to seek a resolution of such dispute. If the Indemnitor agrees to the payment of the Losses within such 30-day period in accordance with the second preceding sentence, or requires any undertaking or admission by then it shall, within ten (10) Business Days after such Parent agreement, pay to the Indemnified Party.Party the amount of the Losses that is payable pursuant to, and subject to the limitations set forth in, this Article X.

Claims Procedures. All Indemnification Claims Notification and submission: The claimant (you, a family member, or appointed executor) must notify the insurer of a claim as soon as possible after the event, but no later than twelve (12) months after the claim event occurring. If the claimant doesn’t do this, the insurer shall not be liable to pay any benefits under Section 8.2 of the Merger Agreement arising as Plan for such claim. Notification can be done telephonically or by e-mail at Tel: 000 000 0000; E-mail: xxxxxxxxxxxxx@xxx.xx.xx Documentation: You can request claim forms, documentation or information from the insurer by using the contact details provided above. The claimant must provide the insurer with all documents, reports and information necessary to assess the claim. The insurer reserves the right to request any additional information, in order to verify or process the claim, which must be provided at the claimant’s cost. Conditions: If you submitted any permanent Disability claim under this Plan, you have the obligation to undergo reasonable medical treatment by appropriate medical practitioners (a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forthqualified medical specialist supervising his care for that specific condition, illness or injury). This is needed to reasonably prevent a claim event from happening. If a claim needs to be made, the insurer may also need you to see a medical practitioner of its choice to give it extra evidence and information. The insurer will pay the costs of such a medical practitioner. The insurer will only pay the claim when all evidence and information has been accepted by it. If the insurer rejects your claim, you have ninety (90) calendar days to lodge your objection in writing. The insurer will reassess your claim based on any representations made in support of your request for a third party is made against review and advise you of our final decision in writing. The insurer shall be relieved of liability and a Parent Indemnified Party, and if such Parent Indemnified Party intends claim shall be deemed to seek indemnity with respect thereto under Section 8.2 have prescribed should summons not have been served on it within a period of six (6) months of your receipt of the Merger Agreement, such Parent Indemnified Party shall promptly notify the Holders Representative of such Indemnification Claimsinsurer’s final decision. The failure to provide such notice shall not result This six (6) months period is in a waiver of any right to indemnification under Section 8.2 of the Merger Agreement except addition to the extent ninety (90) calendar days referred to above. Borrowing or security: This Plan does not have any surrender or paid-up value. This means that if the indemnifying party Plan is actually materially prejudiced by such failurecanceled, you will not receive any pay out. With respect to an Indemnification Claim arising from You also cannot borrow money against this Plan or use it as security for a thirdloan other than the credit agreement. Complaints procedures Plan or claim Complaints: If you have any complaint about this Plan or a claim, please contact the Complaints Call Centre on Tel: 000 000 0000; E-party mail: care@fnb. xx.xx. You can contact the compliance officer on Tel: 000 000 0000; E-mail: xxxxxxxxxxxxxx@xxx.xx.xx Unresolved Complaints: If we still dispute or reject your claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate you are not satisfied with the Holders Representative in connection therewith. Such cooperation shall include reasons provided for such rejection or if you have any unresolved dispute about this Plan, you may refer the retention and (upon the Holders Representative’s reasonable request) the provision matter to the Holders Representative of records Ombudsman for Long-term Insurance: Third Floor, Sunclare Building, 00 Xxxxxx Xxxxxx, Claremont, Cape Town; Private Bag X45, Claremont, 7735; Tel: (000) 000 0000; Fax: (000) 000 0000; Email: xxxx@xxxxx.xx.xx; Website: xxx.xxxxx.xx.xx Financial Services Provider Complaints: If you have any complaint about the financial services provider, FNB, you can contact the Complaints Call Centre at Tel: 0000 00 00 00; Fax: 000 000 0000; Email: xxxx@xxx.xx.xx You can contact the compliance officer on Tel: 000 000 0000; Fax: 000 000 0000. Unresolved Complaints: If after you have contacted FNB and information that are reasonably relevant you have any unresolved dispute about the financial service provided to you, you can contact the third party claimFAIS Ombudsman; Sussex Office Park Ground Floor, Block B, 000 Xxxxxxxx Xxxx, xxx Xxxxxxxx Xxxx and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewithSussex Avenue, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Party.Pretoria; Tel: 000 000 0000; Fax 000 000 0000; Email: xxxx@xxxxxxxxx.xx.xx; Website: xxx.xxxxxxxxx.xx.xx

Claims Procedures. All Indemnification Claims under Section 8.2 of A Party (the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party “indemnitee”) which intends to seek indemnity with respect thereto claim indemnification under this Section 8.2 of the Merger Agreement, such Parent Indemnified Party 13 shall promptly notify the Holders Representative other Party (the “indemnitor”) within a reasonable time in writing of such Indemnification Claims. The any action, claim or liability in respect of which the indemnitee believes it is entitled to claim indemnification, provided, however, that the failure to provide such give timely notice to the indemnitor shall not result in a waiver of release the indemnitor from any right liability to indemnification under Section 8.2 of the Merger Agreement except indemnitee to the extent the indemnifying indemnitor is not Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. prejudiced thereby. The indemnitor shall have the right, by notice to the indemnitee, to assume the defense of any such action or claim within the fifteen (15) day period after the indemnitor’s receipt of notice of any action or claim with counsel of the indemnitor’s choice and at the sole cost of the indemnitor. If the indemnitor does not so assume the defense of such third party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Partyclaim, the Parent Indemnified Party shall undertakeindemnitee may assume such defense with counsel of its choice and at the sole cost of the indemnitor. If the indemnitor so assumes such defense, conduct and control, the indemnitee may participate therein through counsel of its own choosing (choice, but at the expense sole cost of the indemnitee. The Party not assuming the defense of any such claim shall render all reasonable assistance to the Party assuming such defense, and all reasonable out-of-pocket costs of such counsel to assistance shall be included in for the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation account of the Fully-Diluted Stockholders to indemnify and hold harmless indemnitor. No such claim shall be settled other than by the Parent Indemnified Parties, Party defending the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereofsame, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except then only with the consent of the Parent Indemnified Party, such consent other Party which shall not to be unreasonably withheld or delayed, enter into withheld; provided that the indemnitee shall have no obligation to consent to any settlement of any such action or claim which imposes on the indemnitee any liability or obligation which cannot be assumed and performed in full by the indemnitor, and the indemnitee shall have no right to withhold its consent to entry any settlement of any judgment that (i) does not include as an unconditional term thereof such action or claim if the giving settlement involves only the payment of money by the Person indemnitor or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Partyits insurer.

Claims Procedures. All Indemnification Claims under (a) Any party seeking indemnification pursuant to this Section 8.2 11 (the “Indemnified Party”) shall notify in writing (an “Indemnity Notice”) the other party from whom such indemnification is sought (the “Indemnifying Party”) of the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by Party's assertion or a third party party's assertion of any claim with respect to which the indemnification provisions set forth in this Section relate, providing in reasonable detail the facts giving rise to such claim, a statement of the Indemnified Party's Loss to the extent then known, and an estimate of the amount of Losses that the Indemnified Party reasonably anticipates it will suffer or incur; provided, that if the Indemnified Party is made against a Parent Buyer Indemnified Party, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of the Merger Agreement, such Parent Indemnified Party shall promptly notify also provide a copy of the Holders Representative Indemnity Notice to the Escrow Agent in accordance with the terms of the Escrow Agreement, unless such Indemnification ClaimsIndemnity Notice relates to a claim or cause of action against Seller for fraud, in which case the Buyer Indemnified Party may, in its sole discretion as contemplated by Section 11.5(c), elect to deliver an Indemnity Notice to the Escrow Agent. The failure by an Indemnified Party to provide such notice shall promptly deliver an Indemnity Notice with respect to the assertion of a claim to which the indemnification provisions of this Section relate will not result in a waiver relieve the Indemnifying Party of any right liability it may have to indemnification under Section 8.2 of the Merger Agreement Indemnified Party, except to the extent that the indemnifying party Indemnifying Party demonstrates that the defense of such claim is actually materially prejudiced by the Indemnified Party's failure to promptly deliver the Indemnity Notice. To the extent that an Indemnified Party believes it has a claim or cause of action against an Indemnifying Party for fraud, it shall promptly provide an Indemnity Notice as set forth herein; provided, that the failure by an Indemnified Party to promptly deliver such failure. With respect an Indemnity Notice will not relieve the Indemnifying Party of any liability it may have to an Indemnification Claim arising from a third-party claim against a Parent the Indemnified Party, except to the Parent Indemnified extent that the Indemnifying Party shall undertake, conduct and control, through counsel of its own choosing (demonstrates that the expense defense of such counsel to be included in claim is materially prejudiced by the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, ’s failure to promptly deliver such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Party.Indemnity Notice

Claims Procedures. All Indemnification claims should be reported to the Policyholder as soon as possible at the following phone number: Econ-O- Check Association – Insurance Service Center/Claims under Section 8.2 Department, 0 Xxxxxxx Xxxxxxx, Stockbridge, GA 30281, ph: (000) 000-0000. The Company will send claim forms to the claimant upon receipt of a written notice of claim. If such forms are not sent within 15 days after the giving of notice, the claimant will be deemed to have met the proof of loss requirements upon submitting, within the time fixed in this Policy for filing proofs of loss, written proof covering the occurrence, the character and the extent of the Merger Agreement arising loss for which claim is made. The written proof should include the Insured’s name, the Policyholder’s name and the Policy number. Written proof of loss must be furnished to the Company within 90 days after the date of the loss. Failure to furnish proof within the time required neither invalidates nor reduces any claim if it was not reasonably possible to give proof within such time, provided such proof is furnished as soon as reasonably possible and in no event, except in the absence of legal capacity of the claimant, later than one year from the time proof is otherwise required. Upon receipt of due written proof of loss, payment for a result covered loss of third party claims against Parent Indemnified Parties shall life of an Insured will be made to the beneficiary or beneficiaries designated by the Insured and resolved as hereinafter set forthfiled with Company. If there is no designated beneficiary or no designated beneficiary is living after Insured’s death, the benefits will be paid in equal shares, to the survivors in the first surviving class of those that follow: the Insured’s (1) spouse; (2) children; (3) parents; or (4) brothers and sisters. If no class has a claim by a third party survivor, the beneficiary is made against a Parent Indemnified Party, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of the Merger Agreement, such Parent Indemnified Party shall promptly notify Insured’s estate. Any payment the Holders Representative of such Indemnification Claims. The failure to provide such notice shall not result Company makes in a waiver of any right to indemnification under Section 8.2 of good faith fully discharges the Merger Agreement except company’s liability to the extent of the indemnifying party payment made. Benefits payable under this Policy for any covered loss will be paid within 30 days of the Company’s receipt of due written proof of the loss. IMPORTANT: If any conflict should arise between the contents of this Description of Coverage and the Master Policy (underwritten by Plateau Insurance Company of Crossville, Tennessee, referred to as the Company), or if any point is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Partynot covered herein, the Parent Indemnified Party shall undertaketerms and conditions of the Master Policy will govern in all cases. Summary Description of Benefits for the Personal Internet & Identity Coverage Master Policy This Summary is provided to inform you that as a member of Econ-O-Check Association you are entitled to benefits under the Master Policy referenced below. This Summary Description of Benefits does not state all the terms, conduct conditions, and controlexclusions of the Policy. Your benefits will be subject to all of the terms, through counsel conditions, and exclusions of its own choosing the Master Policy, even if they are not mentioned in this Summary. A complete copy of the Policy will be provided upon request. The Master Policy of Personal Internet Identity Coverage has been issued to Econ-O-Check Association (the expense of such counsel to be included in the amount of such Indemnification Claim“Master Policy Holder”), under Policy Numbers: [7078268 and 1423608 respectively] underwritten by insurance company subsidiaries or affiliates of American International Group, Inc., to provide benefits as described in this Summary. General Information Should you have any questions regarding the settlement Membership Program provided by the Master Policyholder, or defense thereof; providedwish to view a complete copy of the Master Policy, howeverplease call the customer service number located in your membership materials. Limit of Insurance Aggregate Limit of Insurance: $ 5,000 per policy period Lost Wages: $ 1,000 per week, no later than 30 days following receipt of notice of such Indemnification for 5 weeks maximum Travel Expenses $ 1,000 per week, for 5 weeks maximum Elder Care and Child Care $ 1,000 per policy period Deductible $ 0 per policy period Filing a Claim from Parent upon delivery of written notice If you have any questions regarding the identity theft insurance coverage or wish to Parent confirming file a claim under the Master Policy, please contact the Insurer at: 0-000-000-0000 This is a group master policy issued to Econ-O-Check Association. If this master policy is terminated, your benefits will cease effective that date. It is the obligation of the Fully-Diluted Stockholders master policyholder to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation inform you of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent termination of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Partymaster policy.

Claims Procedures. All Indemnification Claims under Section 8.2 a. If a Participant (hereinafter referred to as the “Applicant”) does not receive the timely payment of the Merger Agreement arising as benefits which the Applicant believes are due under the Plan, the Applicant may make a result of third party claim for benefits in the manner hereinafter provided. All claims against Parent Indemnified Parties for benefits under the Plan shall be made in writing and resolved shall be signed by the Applicant. Claims shall be submitted to a representative designated by the Administrative Committee and hereinafter referred to as hereinafter set forth. the “Claims Coordinator.” If a the Applicant does not furnish sufficient information with the claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party intends for the Claims Coordinator to seek indemnity with respect thereto under Section 8.2 determine the validity of the Merger Agreementclaim, such Parent Indemnified Party the Claims Coordinator shall promptly notify indicate to the Holders Representative of such Indemnification Claims. The failure Applicant any additional information which is necessary for the Claims Coordinator to provide such notice shall not result in a waiver of any right to indemnification under Section 8.2 determine the validity of the Merger Agreement except to claim. Each claim hereunder shall be acted on and approved or disapproved by the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than Claims Coordinator within 30 days following the receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming by the obligation Claims Coordinator of the Fully-Diluted Stockholders information necessary to indemnify and hold harmless process the Parent Indemnified Partiesclaim. In the event the Claims Coordinator denies a claim for benefits in whole or in part, the Holders Representative may undertake, conduct Claims Coordinator shall notify the Applicant in writing of the denial of the claim and control, through counsel notify the Applicant of his own choosing (provided that such counsel is reasonably acceptable right to Parent) and at its own expensea review of the Claims Coordinator’s decision by the Administrative Committee. Such notice by the Claims Coordinator shall also set forth, in a manner calculated to be understood by the Applicant, the settlement specific reason for such denial, the specific provisions of the Plan on which the denial is based, a description of any additional material or defense thereof, and information necessary to perfect the Parent Indemnified Party shall cooperate claim with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and an explanation of any material provided the Plan’s appeals procedure as set forth in connection therewiththis Section 8.3. If no action is taken by the Claims Coordinator on an Applicant’s claim within 30 days after receipt by the Claims Coordinator, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may claim shall be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent deemed to be denied for purposes of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Partyfollowing appeals procedure.

Claims Procedures. All Indemnification Claims under Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.2 13.1 or 13.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Merger Agreement arising as a result Indemnifying Party to assume the defense of third party claims against Parent Indemnified Parties any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be made approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and resolved the Indemnified Party may participate in such defense at such Party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as hereinafter set forth. If a claim by a third party is made against a Parent counsel for the Indemnified Party, and if such Parent Indemnified Party intends which law firm shall be subject to seek indemnity with respect thereto under Section 8.2 of approval, not to be unreasonably withheld, by the Merger Agreement, such Parent Indemnified Party shall promptly notify the Holders Representative of such Indemnification ClaimsIndemnifying Party). The failure of any Indemnified Party to provide such give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in a waiver harm to the Indemnifying Party. No Indemnifying Party, in the defense of any right to indemnification under Section 8.2 of the Merger Agreement except to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Partyor litigation, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall notshall, except with the consent approval of the Parent each Indemnified Party, such consent Party which approval shall not to be unreasonably withheld or delayedwithheld, enter into any settlement or consent to entry of any judgment that or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by the Person claimant or Persons asserting such claim plaintiff to such Parent Indemnified Party of an unconditional a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by the defense of such Parent Indemnified Partyclaim and litigation resulting therefrom.

Claims Procedures. All Except with respect to Third Party Claims covered by Section 10.4, the party to this Agreement who wishes to make a Indemnification Claims under Section 8.2 Claim for Losses pursuant to this Article X (an “Indemnified Party”) shall give written notice to the Seller or the Buyer, as applicable (the “Indemnitor”), promptly, and in any event no later than thirty (30) days after it acquires knowledge of the Merger fact, event or circumstances giving rise to the claim for the Losses, but the failure of any Indemnified Party to give notice as provided in this Section 10.3 shall not relieve the Indemnitor of its obligations under this Article X, except to the extent that such Indemnitor is materially prejudiced by such failure to give notice. Such written notice shall specify in reasonable detail the factual basis of such claim, state the amount of Losses (or if not known, a good faith estimate of the amount of Losses) and the method of computation thereof and contain a reference to the provision of this Agreement arising as a result in respect of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forthwhich such claim arises. If Promptly after written notice of a claim by has been provided as set forth above (and in no event later than thirty (30) days after the Indemnified Party acquires knowledge of the fact, event or circumstances giving rise to a third party is made against a Parent claim for Losses), the Indemnified Party shall supply the Indemnitor with such information and documents as it has in its possession regarding such claim, together with all pertinent information in its possession regarding the amount of the Losses that it asserts it has sustained or incurred, and will permit the Indemnitor to inspect such other records and books in the possession of the Indemnified Party, and if will allow reasonable access, to relevant personnel, auditors and other Representatives (subject to customary exceptions for legal privilege), in each case relating to the claim and asserted Losses as the Indemnitor shall reasonably request. The Indemnitor shall have a period of thirty (30) days after receipt by the Indemnitor of such Parent notice and such evidence to either agree to the payment of the Losses to the Indemnified Party intends or contest the payment of the Losses. If the Indemnitor does not agree to or contests the payment of the Losses within such 30-day period, then the Indemnitor shall be deemed not to have accepted the Losses and the Parties shall negotiate in good faith to seek indemnity with respect thereto under Section 8.2 a resolution of such dispute. If the Indemnitor agrees to the payment of the Merger AgreementLosses within such 30-day period in accordance with the second preceding sentence, then it shall, within ten (10) Business Days after such Parent agreement, pay to the Indemnified Party shall promptly notify the Holders Representative of such Indemnification Claims. The failure to provide such notice shall not result in a waiver of any right to indemnification under Section 8.2 of the Merger Agreement except to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided Losses that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereofpayable pursuant to, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision subject to the Holders Representative of records and information that are reasonably relevant to the third party claimlimitations set forth in, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to entry of any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Party.this Article X.

Claims Procedures. All Indemnification Claims under Section 8.2 In the case of any Damages for which indemnification is sought hereunder, the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of seeking indemnification (the Merger Agreement, such Parent Indemnified Party "Indemnitee") shall promptly notify the Holders Representative party from whom indemnification is sought (the "Indemnifying Party") in writing of the existence and nature of such Indemnification Claims. The Damages, as well as the claim, demand, action or proceeding, if any, out of which the Damages arise (a "Claim"); provided, however, that no failure to provide such notice shall not result or delay by the Indemnitee in a waiver of any right to indemnification under Section 8.2 the performance of the Merger Agreement foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party to indemnify and hold the Indemnitee harmless, except to the extent the indemnifying party is actually Indemnitee's failure to give or delay in giving the required notice materially prejudiced impairs the Indemnifying Party's ability to indemnify or defend or to mitigate its Damages, in which case the Indemnifying Party shall have no obligation to indemnify the Indemnitee to the extent of Damages, if any, caused by such failurefailure to give or delay in giving the required notice. With respect to an Indemnification If such Damages arise out of a Claim arising from by a third-party claim against a Parent Indemnified Partythird person, the Parent Indemnified Indemnitee must give the Indemnifying Party shall undertake, conduct a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnifying Party at the Indemnifying Party's sole cost and control, through expense and with counsel of its own choosing selection, and the Indemnifying Party shall pay any resulting settlements (the expense of such counsel to be included in the amount of such Indemnification Claimincluding all associated Damages), the settlement satisfy any judgments or defense thereofcomply with any decrees; provided, further, however, no later than 30 days following receipt that the Indemnitee shall at all times also have the right fully to participate in the defense at Indemnitee's sole cost and expense so long as such participation occurs without hindering or impairing the defense of notice the Indemnifying Party. Notwithstanding the foregoing, without the prior written consent of the Indemnitee, the Indemnifying Party shall not compromise or settle any Claim if (i) the terms thereof impose any liability or obligations on the Indemnitee, or (ii) the terms thereof fail to include an unconditional general release of the Indemnitee with respect to all liabilities and obligations in respect of such Indemnification Claim from Parent upon delivery of written notice Claim. If the Indemnifying Party shall, within a reasonable time after said notice, fail to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Partiesdefend, the Holders Representative may undertakeIndemnitee shall have the right, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, but not the settlement or defense thereofobligation, and without waiving any rights against the Parent Indemnified Party shall cooperate with Indemnifying Party, to undertake the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claimdefense of, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except with the consent of the Parent Indemnified Party, Indemnifying Party (such consent not to be unreasonably withheld unreasonably), to compromise or delayedsettle the Claim on behalf, enter into for the account, and at the risk and expense, of the Indemnifying Party and shall be entitled to collect the amount of any settlement or consent to entry of judgment or decree and all costs and expenses (including, without limitation, reasonable attorney's fees) in connection therewith from the Indemnifying Party. Except as provided in the preceding sentence, the Indemnitee shall not compromise or settle any judgment that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified PartyClaim.

Claims Procedures. All Indemnification Claims under Section 8.2 If an Indemnified Party becomes aware of the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If any fact, matter or circumstance that may give rise to a claim by a third party is made against a Parent Indemnified Partyfor indemnification under this ARTICLE IV, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of the Merger Agreement, such Parent Indemnified Party shall promptly notify give prompt written notice (“Claim Notice”) thereof to the Holders Representative of such Indemnification ClaimsIndemnifying Party. The failure Indemnifying Party may elect to provide such notice shall not result in a waiver direct the defense or settlement of any right to indemnification under Section 8.2 of the Merger Agreement except such claim by giving prompt written notice to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt that an Indemnifying Party shall not have the right to assume and control the defense of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming any criminal or regulatory action or claim, any claim seeking non-monetary remedies, or any claim where the obligation portion of the Fully-Diluted Stockholders claim for which the Indemnified Party would not be indemnified is reasonably likely to indemnify and hold harmless exceed the Parent Indemnified Partiesportion of the claim for which it would be indemnified. If the Indemnifying Party elects to direct the defense or settlement of any claim, it will have the Holders Representative may undertake, conduct and control, through right to employ counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party defend any such claim, and making employees available on a mutually convenient basis or to provide additional information and explanation compromise, settle or otherwise dispose of any material the same, if the Indemnifying Party deems it advisable to do so, all at the expense of the Indemnifying Party; provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall notIndemnifying Party will not settle, except with the consent of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to any entry of judgment in, any judgment that proceeding relating to the claim (“Proceeding”) without obtaining either: (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release of the Indemnified Party from all liability with respect thereto, to all claims underlying such claim in an arrangement where the only relief consists solely of monetary damages to be paid entirely by the Indemnifying Party (or a liability insurer thereof) ; or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. An Indemnified Party will not settle or consent to any entry of judgment in any Proceeding without obtaining the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party and the Indemnifying Party will fully cooperate with each other in any such Proceeding and will make available to each other any books or records to the extent reasonably necessary for the defense of any such Proceeding.

Claims Procedures. All Indemnification Claims under Section 8.2 If an Indemnified Party becomes aware of the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If any fact, matter or circumstance that may give rise to a claim by a third party is made against a Parent Indemnified Partyfor indemnification under this ARTICLE IV, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under Section 8.2 of the Merger Agreement, such Parent Indemnified Party shall promptly notify give prompt written notice (“Claim Notice”) thereof to the Holders Representative of such Indemnification ClaimsIndemnifying Party. The failure Indemnifying Party may elect to provide such notice shall not result in a waiver direct the defense or settlement of any right to indemnification under Section 8.2 of the Merger Agreement except such claim by giving prompt written notice to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Party, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt that an Indemnifying Party shall not have the right to assume and control the defense of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming any criminal or regulatory action or claim, any claim seeking non-monetary remedies, or any claim where the obligation portion of the Fully-Diluted Stockholders claim for which the Indemnified Party would not be indemnified is reasonably likely to indemnify and hold harmless exceed the Parent Indemnified Partiesportion of the claim for which it would be indemnified. If the Indemnifying Party elects to direct the defense or settlement of any claim, it will have the Holders Representative may undertake, conduct and control, through right to employ counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party defend any such claim, and making employees available on a mutually convenient basis or to provide additional information and explanation compromise, settle or otherwise dispose of any material the same, if the Indemnifying Party deems it advisable to do so, all at the expense of the Indemnifying Party; provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall notIndemnifying Party will not settle, except with the consent of the Parent Indemnified Party, such consent not to be unreasonably withheld or delayed, enter into any settlement or consent to any entry of judgment in, any judgment that proceeding relating to the claim (“Proceeding”) without obtaining either: (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to such Parent Indemnified Party of an unconditional release of the Indemnified Party from all liability with respect thereto, to all claims underlying such claim in an arrangement where the only relief consists solely of monetary damages to be paid entirely by the Indemnifying Party (or a liability insurer thereof) ; or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. An Indemnified Party will not settle or consent to any entry of judgment in any Proceeding without obtaining the prior written consent 13 of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party and the Indemnifying Party will fully cooperate with each other in any such Proceeding and will make available to each other any books or records to the extent reasonably necessary for the defense of any such Proceeding.

Claims Procedures. All Indemnification Claims under Section 8.2 of A party (the Merger Agreement arising as a result of third party claims against Parent Indemnified Parties shall be made and resolved as hereinafter set forth. If a claim by a third party is made against a Parent Indemnified Party, and if such Parent Indemnified Party "INDEMNITEE") which intends to seek indemnity with respect thereto claim indemnification under this Section 8.2 of the Merger Agreement, such Parent Indemnified Party 13 shall promptly notify the Holders Representative other party (the "INDEMNITOR") within a reasonable time in writing of such Indemnification Claims. The any action, claim or liability in respect of which the indemnitee believes it is entitled to claim indemnification, provided that the failure to provide such give timely notice to the indemnitor shall not result in a waiver of release the indemnitor from any right liability to indemnification under Section 8.2 of the Merger Agreement except indemnitee to the extent the indemnifying indemnitor is not prejudiced thereby. The indemnitor shall have the right, by notice to the indemnitee, to assume the defense of any such action or claim within the fifteen (15) day period after the indemnitor's receipt of notice of any action or claim with counsel of the indemnitor's choice and at the sole cost of the indemnitor. If the indemnitor does not so assume the defense of such third party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Partyclaim, the Parent Indemnified Party shall undertakeindemnitee may assume such defense with counsel of its choice and at the sole cost of the indemnitor. If the indemnitor so assumes such defense, conduct and control, the indemnitee may participate therein through counsel of its own choosing (choice, but at the expense sole cost of the indemnitee. The party not assuming the defense of any such claim shall render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such counsel to assistance shall be included in for the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation account of the Fully-Diluted Stockholders to indemnify and hold harmless indemnitor. No such claim shall be settled other than by the Parent Indemnified Parties, party defending the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereofsame, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall not, except then only with the consent of the Parent Indemnified Party, such consent other party which shall not to be unreasonably withheld or delayed, enter into withheld; provided that the indemnitee shall have no obligation to consent to any settlement of any such action or claim which imposes on the indemnitee any liability or obligation which cannot be assumed and performed in full by the indemnitor, and the indemnitee shall have no right to withhold its consent to entry any settlement of any judgment that (i) does not include as an unconditional term thereof such action or claim if the giving settlement involves only the payment of money by the Person indemnitor or Persons asserting such claim to such Parent Indemnified Party of an unconditional release from all liability with respect thereto, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by such Parent Indemnified Partyits insurer.

Claims Procedures. All Indemnification Claims under Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.2 13.1 or 13.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Merger Agreement arising as a result Indemnifying Party to assume the defense of third party claims against Parent Indemnified Parties any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be made approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and resolved the Indemnified Party may participate in such defense at such Party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as hereinafter set forth. If a claim by a third party is made against a Parent counsel for the Indemnified Party, and if such Parent Indemnified Party intends which law firm shall be subject to seek indemnity with respect thereto under Section 8.2 of approval, not to be unreasonably withheld, by the Merger Agreement, such Parent Indemnified Party shall promptly notify the Holders Representative of such Indemnification ClaimsIndemnifying Party). The failure of any Indemnified Party to provide such give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in a waiver harm to the Indemnifying Party. No Indemnifying Party, in the defense of any right to indemnification under Section 8.2 of the Merger Agreement except to the extent the indemnifying party is actually materially prejudiced by such failure. With respect to an Indemnification Claim arising from a third-party claim against a Parent Indemnified Partyor litigation, the Parent Indemnified Party shall undertake, conduct and control, through counsel of its own choosing (the expense of such counsel to be included in the amount of such Indemnification Claim), the settlement or defense thereof; provided, however, no later than 30 days following receipt of notice of such Indemnification Claim from Parent upon delivery of written notice to Parent confirming the obligation of the Fully-Diluted Stockholders to indemnify and hold harmless the Parent Indemnified Parties, the Holders Representative may undertake, conduct and control, through counsel of his own choosing (provided that such counsel is reasonably acceptable to Parent) and at its own expense, the settlement or defense thereof, and the Parent Indemnified Party shall cooperate with the Holders Representative in connection therewith. Such cooperation shall include the retention and (upon the Holders Representative’s reasonable request) the provision to the Holders Representative of records and information that are reasonably relevant to the third party claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith, including, providing testimony and attending such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested. The Parent Indemnified Party may participate, through counsel of Parent’s own choosing and at Parent’s own expense, with the Holders Representative in the settlement or defense thereof, it being understood that the Holders Representative shall control such defense. The Holders Representative shall notshall, except with the consent approval of the Parent each Indemnified Party, such consent Party which approval shall not to be unreasonably withheld or delayedwithheld, enter into any settlement or consent to entry of any judgment that or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by the Person claimant or Persons asserting such claim plaintiff to such Parent Indemnified Party of an unconditional a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with respect theretothe Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, or (ii) imposes any restriction, condition or obligation on, or requires any undertaking or admission by as amended. claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such Parent Indemnified Partyclaim and litigation resulting therefrom.