Hold Harmless

Todd Taylor RV

Hold Harmless

This letter will confirm that in connection with the engagement of Todd Taylor RV. (“TTRV”) by the Client to advise and assist the Client pursuant to the terms of the attached letter agreement (the “Agreement”), the Client agrees to indemnify and hold harmless TTRV and its affiliates and their respective members, officers, directors, employees and agents and each other person, if any, controlling TTRV or any of its affiliates (each referred to herein as an “Indemnified Person”) from and against any losses, claims, damages or liabilities related to, arising out of or in connection with the engagement hereunder, and will reimburse each Indemnified Person for all reasonable expenses (including fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation, or proceeding related to, arising out of or in connection with the Agreement, whether or not pending or threatened and whether or not any Indemnified Person is a party. Notwithstanding the foregoing, in no event shall the Client be responsible for any losses, claims, damages or liabilities (or expenses related thereto) that arise out of or in connection with the Agreement, and which are finally judicially determined to have resulted from the bad faith, willful misconduct, or gross negligence of any Indemnified Person.

The Client agrees that without the consent of TTRV (which consent shall not be unreasonably withheld or delayed), it will not consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claims, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such action, claim, suit or proceeding.

If the indemnification provided for in the first paragraph is judicially determined to be unavailable (other than in accordance with the terms hereof) to an Indemnified Person in respect of any losses, claims, damages or liabilities referred to herein then, in lieu of indemnifying such Indemnified Person hereunder, the Client shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (and expenses relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to TTRV on the one hand and the Client on the other hand of the Agreement or (ii) if the allocation provided in clause (i) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in (i) but also the relative fault of each party, as well as any other relevant equitable considerations; provided, however, in no event shall the aggregate contribution to be paid by TTRV exceed the aggregate amount of the fees actually received by it under the Agreement.

The provisions of this agreement shall apply to the Agreement and any modification thereof shall remain in full force and effect regardless of any termination or the completion of your services under the arrangements letter.

This Agreement is governed by and construed in accordance with the laws of the United States and the State of Delaware as applicable to contracts entered into and wholly to be performed in Delaware, by Delaware residents.

Very truly yours,

Todd Taylor

Todd Taylor RV

By:__________________________       Date:________________________

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