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I agree to indemnify and hold harmless Spearhead and its members, directors, officers, partners, employees, agents, and representatives (each an "Indemnitee") from and against any loss, damage, liability, or expense, including, without limitation, reasonable attorneys' fees and other legal expenses ("Losses"), which such Indemnitee may suffer, incur or become subject to arising out of or in connection with any breach of the representation and warranty set out above.

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