Indemnification Provisions

These indemnification provisions are a part of and are incorporated into those certain engagement agreements (each, an “Agreement”) that reference these indemnification provisions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.

1. As material consideration to enter into this Agreement, the Client agrees (i) to indemnify, hold harmless, pay and reimburse Advisor and its affiliates and their respective agents, officers, directors, employees, contractors, representatives and members (together with Advisor, each of the foregoing being an “Indemnified Person”) to the fullest extent lawful, from and against any and all losses, claims, damages, or liabilities incurred by Indemnified Persons (whether joint or several, direct or indirect, or from any investigation or action by a government agency or self-regulatory organization) arising from or relating to the Agreement, a Transaction (including, without limitation, the dissemination of any related information or representations), or any actions or inactions taken by an Indemnified Person in connection with this Agreement (a “Claim”); and (ii) to reimburse Indemnified Persons for all expenses (including fees, disbursements and other charges of counsel) incurred in connection with investigating, preparing, pursuing, defending, or settling a Claim (including without limitation any shareholder or derivative action); provided, however, that the Client will not be liable to indemnify an Indemnified Person pursuant to this paragraph to the extent that an arbitrator (or panel of arbitrators) or a court of competent jurisdiction will have determined by a final non-appealable judgment that such Claim resulted from the gross negligence or willful misconduct of such Indemnified Person.

2. The Client will not settle, compromise or consent to the entry of a judgment in any pending or threatened action, claim, suit, dispute or proceeding against an Indemnified Person unless such settlement, compromise or consent includes a release of the Indemnified Persons satisfactory to Advisor and such Indemnified Person.

3. The Client further agrees that neither Advisor nor any other Indemnified Person will have any liability (whether direct or indirect, in contract, tort or otherwise) to the Client, or anyone claiming liability on behalf of the Client, arising from or relating to this Agreement, a Transaction, or any actions or inactions taken by Indemnified Persons in connection with this Agreement, except to the extent that an arbitrator (or panel of arbitrators) or a court of competent jurisdiction will have determined by a final non-appealable judgment that losses, claims, damages, liabilities or costs incurred by the Client resulted from the gross negligence or willful misconduct of such Indemnified Person.  Notwithstanding anything to the contrary herein, in no event will the aggregate amount to be contributed by all Indemnified Persons towards all Claims, Client losses, claims, damages, liabilities or costs incurred, exceed the actual fees received by Advisor pursuant to the Agreement in the preceding three months of the date of a Claim.

4. In the event that any Indemnified Person is requested or required to appear as a witness or subpoenaed to produce documents in any action in which the Client or any of its affiliates is a party to and an Indemnified Person is not, the Client will reimburse Advisor for all expenses incurred by its Indemnified Persons in preparing for and appearing as a witness or producing documents, including the fees and disbursements of legal counsel.

5. The rights accorded to Indemnified Persons hereunder will be in addition to any rights that any Indemnified Person may have at common law, by separate agreement or otherwise. If any provision of these indemnification provisions is determined to be invalid or unenforceable, such determination will not affect any other indemnification provision herein, which will remain in full force and effect. Each Indemnified Person is an intended beneficiary hereunder. These Indemnification Provisions will remain in effect indefinitely notwithstanding any expiration or termination of the Agreement.

6. IN NO EVENT WILL ANY INDEMNIFIED PERSON BE LIABLE OR OBLIGATED IN ANY MANNER FOR ANY CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS INCURRED BY THE COMPANY ARISING FROM OR RELATING TO THIS AGREEMENT, A TRANSACTION, OR ANY ACTIONS OR INACTIONS TAKEN BY AN INDEMNIFIED PERSON IN CONNECTION WITH THIS AGREEMENT OR A TRANSACTION. THE COMPANY AGREES NOT TO SEEK OR CLAIM ANY SUCH DAMAGES OR LOST PROFITS UNDER ANY CIRCUMSTANCES.

7. Notwithstanding the above, indemnification shall not exceed the maximum level permitted under applicable federal, state or other laws and any indemnification shall not waive any non-waivable rights of the Client that it may have under applicable federal, state or other law.