CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
to Participate in Defense. Any Indemnified Party shall be entitled to participate in,
but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however,
that such employment shall be at the Indemnified Party’s sole cost and expense unless (i) the employment thereof has
been specifically authorized in writing by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume
the defense and employ counsel in accordance with Section 11.3.2 (in which case the Indemnified Party shall control
the defense) or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are
sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or
With respect to any Losses relating solely to the payment of money damages in connection
with a Third Party Claim and that shall not result in the applicable indemnitee’s becoming subject to injunctive or other
relief or otherwise adversely affecting the business of the Indemnified Party in any manner and as to which the indemnifying Party
shall have acknowledged in writing the obligation to indemnify the applicable indemnitee hereunder, the indemnifying Party shall
have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such
terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection
with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section
11.3.2, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise
dispose of such Loss; provided it obtains the prior written consent of the Indemnified Party (which consent shall not be
unreasonably withheld, conditioned or delayed). If the indemnifying Party does not assume and conduct the defense of a Third Party
Claim as provided above, the Indemnified Party may defend against such Third Party Claim; provided that the Indemnified
Party shall not settle any Third Party Claim without the prior written consent of the indemnifying Party (which consent shall
not be unreasonably withheld, conditioned or delayed).
Regardless of whether the indemnifying Party chooses to defend or prosecute any Third
Party Claim, the Indemnified Party shall and shall cause each indemnitee to, cooperate in the defense or prosecution thereof and
shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings,
hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during
normal business hours afforded to the indemnifying Party to, and reasonable retention by the Indemnified Party of, records and
information that are reasonably relevant to such Third Party Claim and making Indemnified Parties and other employees and agents
available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder
and the indemnifying Party shall reimburse the Indemnified Party for all its reasonable and verifiable out-of-pocket expenses
in connection therewith.