The Company warrants and represents that all oral communications, written documents or materials furnished to Advisor by the Company with respect to financial affairs, operations, profitability and strategic planning of the Company are accurate in all material respects and Advisor may rely upon the accuracy thereof without independent investigation. The Company will protect, indemnify and hold harmless Advisor against any claims or litigation including any damages, liability, cost and reasonable attorney’s fees as incurred with respect thereto resulting from Advisor’s communication or dissemination of any said information, documents or materials excluding any such claims or litigation resulting from Advisor’s communication or dissemination of information not provided or authorized by the Company. Advisor warrants and represents that all oral communications, written documents, or materials furnished to third parties by Advisor, originating with Advisor and to the extent not mirroring material furnished by the Company, shall be accurate in all material respects. The Advisor will protect, indemnify and hold harmless the Company against any claims or litigation including any damages, liability, cost and reasonable attorneys fees as incurred with respect thereto resulting from any claims or litigation resulting from Advisor’s communication or dissemination of information not provided or authorized by the Company, or from Advisor’s negligence or misconduct. The Advisor will not trade in the securities of the Company while in possession of material information about the Company that has not been publicly disclosed by the Company.