The Company agrees to indemnify Employee and hold Employee harmless against any and all losses, claims, damages, liabilities and costs (and all actions in respect thereof and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the reasonable costs of investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which Employee is a party, as and when incurred, directly or indirectly caused by, relating to, based upon or arising out of any work performed by Employee in connection with this Agreement to the full extent permitted by the Delaware General Corporation Law and by the Certificate of Incorporation and Bylaws of the Company, as may be amended from time to time.

The Company agrees toshall indemnify and hold harmless Employee from any and all liability arising from Employee’s actions taken on the Company’s behalf and within Employee’s scope of duties and authority, so long as such actions were taken by Employee in good faith and in furtherance of the Company’s business. The Company shall indemnify and hold Employee harmless against any and all losses, claims, damages, liabilities and costs (and all actions in respect thereof and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the reasonable costs of investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which Employee is a party, as and when incurred, directly or indirectly caused by, relating to, based upon or arising out of any work performed by Employee in connection with this Agreement to the full extent permitted by the Delaware General Corporation Law and by the Certificate of Incorporation and Bylaws of the Company,law from any and all claims, losses and expenses sustained by Employee as may be amended from timea result of any action taken by him to time.discharge his duties under this Agreement, and the Company shall defend Employee, at the Company’s expense, in connection with any and all claims by shareholders or third parties which are based upon actions taken by Employee to discharge his duties under this Agreement.

By the Company. The Company agrees to indemnify Employee and hold harmless Employee harmless againstwith respect to any and all losses, claims, damages, liabilities and costsliability (and all actions in respect thereofthereof) incurred by the Employee by virtue of the performance of the Services hereunder and shall reimburse Employee for any legal or other expenses reasonably incurred in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the reasonable costs of investigating, preparingconnection with investigating or defending any such actionliability or claim, whetheraction, provided that the Company shall have the right to control the defense of any claim giving rise to such liability and no such claim shall be settled without the consent of the Company. The foregoing provisions shall survive termination of this Agreement and any investigation with respect thereto by any party hereto and shall not apply to any such losses, claims, related expenses, damages or notliabilities arising out of or in connection with litigation in which Employee is a party, as and when incurred, directlyEmployee’s willful misconduct, fraud, negligence or indirectly caused by, relating to, based upon or arising outmaterial breach of any work performed by Employee in connection with this Agreement to the full extent permitted by the Delaware General Corporation Law and by the Certificate of Incorporation and Bylaws of the Company, as may be amended from time to time.Agreement.

Indemnification. The Company agrees to indemnify Employee and hold Employeethe Employee, harmless from and against any and all losses, claims, damages, liabilities and costs (and all actions in respect thereof and any legalpast, present or future claim, action, demand, loss, cost, expense, liability or other expenses in giving testimonydamage arising from, and including reasonable attorney’s fees and costs, amounts, expenses, incurred by or furnishing documents in response to a subpoena or otherwise), including, without limitation,imposed against the reasonable costs of investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which Employee is a party, as and when incurred, directly or indirectly caused by, relating to, based upon or arising out of or relating to any work performed by Employee in connection with this Agreementpast, present or future claim, action, demand, loss, cost, expense, liability or other damage due to the full extent permitted by the Delaware General Corporation Law and by the Certificate of Incorporation and Bylaws of the Company, as may be amended from time to time.Employee’s employment hereunder.

By Employee. Employee agrees to indemnify Employee and hold Employee harmless againstthe Company (including each of its directors, officers, employees, partners and agents) with respect to any and all losses, claims, damages, liabilities and costsliability (and all actions in respect thereofthereof) incurred by Company arising under or related to Employee’s breach or alleged breach of any representation, covenant, or warranty in this Agreement or any reckless, negligent or intentional misconduct of the Employee and shall reimburse the Company for any legal or other expenses reasonably incurred in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the reasonable costs of investigating, preparingconnection with investigating or defending any such actionliability or claim, whether or not in connection with litigation in which Employee is a party, as and when incurred, directly or indirectly caused by, relating to, based upon or arising outaction. The foregoing provisions shall survive termination of any work performed by Employee in connection with this Agreement to the full extent permittedand any investigation with respect thereto by the Delaware General Corporation Law and by the Certificate of Incorporation and Bylaws of the Company, as may be amended from time to time.any party hereto.

If any action, proceeding or investigation is commenced as to which Employee proposes to demand such indemnification, Employee shall notify the Company with reasonable promptness. The Company agreesshall have the right to indemnify Employeeretain counsel of its own choice to represent Employee, subject to Employee’s reasonable consent, and hold Employee harmless against anythe Company shall pay all reasonable fees and all losses, claims, damages, liabilitiesexpenses of such counsel; and costs (and all actions in respect thereofsuch counsel shall, to the fullest extent consistent with such counsel’s professional responsibilities, cooperate with the Company and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation,counsel designated by the reasonable costs of investigating, preparing or defendingCompany. The Company shall be liable for any such action or claim, whether or not in connection with litigation in which Employee is a party, as and when incurred, directly or indirectly caused by, relating to, based upon or arising outsettlement of any work performed byclaim against Employee in connectionmade with this Agreementthe Company’s written consent, to the fullfullest extent permitted by the Delaware General Corporation Law and byany other applicable law, the Certificate of Incorporation and Bylaws of the Company,Corporation, as may be amended from time to time. No such settlement of any claim shall be made by Employee without the written consent of the Company.