Common use of Exclusions from Indemnification Clause in Contracts

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings. (b) indemnify Indemnitee for Expenses that would constitute Losses hereunder if a final decision by a court of competent jurisdiction determines that any such Expenses are unreasonable, provided that the burden of proof that any such Expenses are unreasonable shall be on the Company. (c) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law. (d) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute. (e) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act).

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defensedefense (including, without limitation, with respect to claims of wrongful termination by such Indemnitee against the Company, any direct or indirect subsidiary of the Company or the Enterprise), except: (i) proceedings referenced in Section 5 above brought by ▇▇▇▇▇▇▇▇▇▇ to interpret or enforce Indemnitee’s rights under this Agreement (unless a court of competent jurisdiction the Nevada Court finally determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); oror Indemnification Agreement | 11 (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings.; (b) indemnify Indemnitee for Expenses that would constitute Losses hereunder if a final decision by a court of competent jurisdiction determines that any such Expenses are unreasonable, provided that the burden of proof that any such Expenses are unreasonable shall be on the Company. (c) indemnify Indemnitee if a final decision by a court of competent jurisdiction jurisdiction, not capable of appeal, determines that such indemnification is judged to be prohibited by applicable law.; (dc) indemnify Indemnitee or advance funds to Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute.; or (ed) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act).

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall Corporation will not be obligated to: (a) make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, the Other Indemnity Provisions, or otherwise (including any payment from any other corporation, partnership, joint venture, trust, enterprise, or nonprofit entity) of the amounts otherwise indemnifiable by the Corporation under this Agreement; (b) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company Corporation or its directors, officers, employees employees, agents, or other indemnitees and not by way of defense, except: except (i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous3(c); or or (ii) where the Company Corporation has joined in or the Board has consented to the initiation of such proceedings.; (bc) indemnify or advance funds to Indemnitee for Expenses that or Losses where such indemnification or advance would constitute Losses hereunder if be inconsistent with (i) a final decision provision of the Constituent Documents, a resolution of the stockholders, or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification or advancement of expense; or (ii) any condition expressly imposed by a court of competent jurisdiction determines that any such Expenses are unreasonable, provided that the burden of proof that any such Expenses are unreasonable shall be on the Company.in approving a settlement; (cd) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law.; (de) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company Corporation in violation of Section 16(b) of the Exchange Act, or any similar successor statute.; or (ef) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company Corporation of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the CompanyCorporation, as required in each case under the Exchange Act (including any such reimbursements under (i) Section 304 of the ▇▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act ▇ct of 2002 in connection with an accounting restatement of the Company Corporation or the payment to the Company Corporation of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act▇ct of 2002; and (ii) any rules or listing standards adopted, promulgated, or to be adopted or promulgated after the Effective Date, as applicable, under or as a result of Section 954 of the Do▇▇-▇r▇▇▇ ▇▇▇▇ ▇treet Reform and Consumer Protection Act of 2010).

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 5 4 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings. (b) indemnify Indemnitee for Expenses that would constitute Losses hereunder if a final decision by a court of competent jurisdiction determines that any such Expenses are unreasonable, provided that the burden of proof that any such Expenses are unreasonable shall be on the Company. (c) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law. (dc) indemnify or advance funds to Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b15(b) of the Exchange Act, or any similar successor statute. (ed) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). (e) indemnify or advance funds to Indemnitee for Expenses or Losses arising out of Indemnitee’s breach of his or her obligations under any employment agreement between the Indemnitee and the Company (if any). (f) indemnify or advance funds to Indemnitee for Expenses or Losses arising out of Indemnitee’s personal tax matters.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee▇▇▇▇▇▇▇▇▇▇, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except: (i) suits, actions and proceedings referenced in Section 5 above (unless a court of competent jurisdiction the Delaware Court determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); (ii) affirmative defenses asserted by Indemnitee or any compulsory counterclaims required to be made by Indemnitee in any Claim or with respect to any Claim or claim, issue or matter involved in any Claim brought against Indemnitee; (iii) any Claim or claim, issue or matter involved in any Claim brought by Indemnitee against the Company, any Enterprise which it controls, or any director thereof, from and after a Change in Control; or (iiiv) where the Company has joined in or the Board has consented to the initiation of such suit, action or proceedings. (b) indemnify Indemnitee for Expenses that would constitute Losses hereunder if a final decision by a court of competent jurisdiction determines that any such Expenses are unreasonable, provided that the burden of proof that any such Expenses are unreasonable shall be on the Company. (c) indemnify Indemnitee if a final decision by a court of competent jurisdiction Delaware Court determines that such indemnification is prohibited by applicable law. (dc) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute. (ed) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act).

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or any of its directors, officers, employees or other indemnitees indemnitees, and not by way of defense, except: (i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in in, or the Board has consented to to, the initiation of such proceedings.; (b) indemnify Indemnitee for Expenses that would constitute Losses hereunder if a final decision by a court of competent jurisdiction determines that any such Expenses are unreasonable, provided that the burden of proof that any such Expenses are unreasonable shall be on the Company. (c) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law.; (dc) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, Act or any similar successor statute.; (ed) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required required, in each case case, under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002); or (e) indemnify or advance funds to Indemnitee for Expenses or Losses if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which Indemnitee is seeking indemnification pursuant to this Agreement, Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence, or, in the case of a criminal matter, acted with knowledge that Indemnitee’s conduct was unlawful.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:to make any indemnity in connection with any Claim (or any part of any Claim): (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect related to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings.; (b) indemnify Indemnitee for Expenses that would constitute Losses hereunder if a final decision by a court of competent jurisdiction determines that any such Expenses are unreasonable, provided that the burden of proof that any such Expenses are unreasonable shall be on the Company. (c) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law.; (dc) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute., or any similar successor statute, if indemnitee is held liable therefor (including pursuant to any settlement arrangement); (d) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 16; or (e) indemnify or advance funds to Indemnitee for Indemnitee’s any reimbursement to of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of (the Company “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Company of profits arising from the purchase or and sale by Indemnitee of securities in violation of Section 306 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor (including pursuant to any settlement arrangement).

Exclusions from Indemnification. Notwithstanding anything in Any other provision of this Agreement to the contrarycontrary notwithstanding, the Company shall not be obligated or otherwise liable under this Agreement to: (a) indemnify or advance funds to Make any payment in connection with any claim made against the Indemnitee for Expenses or Losses with which payment is actually made to the Indemnitee under an insurance policy, except in respect to proceedings initiated by Indemnitee, including any proceedings against excess beyond the Company or its directors, officers, employees or other indemnitees and not by way amount of defense, except: (i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in payment under such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings.insurance; (b) indemnify Make any payment in connection with any claim made against the Indemnitee for Expenses that would constitute Losses hereunder if which the Indemnitee is indemnified by the Company or related or affiliate corporation, partnership, joint venture, trust, other enterprise or employee benefit plan under a final decision by a court certificate of competent jurisdiction determines that any such Expenses are unreasonableincorporation, provided that the burden of proof that any such Expenses are unreasonable shall be on the Company.bylaws or otherwise than pursuant to this Agreement; (c) indemnify Make any payment in connection with any claim made against the Indemnitee if for any threatened, pending or completed action or suit by or in the right of the Company to secure a final decision by judgment in its favor against the Indemnitee with respect to any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that a Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of competent jurisdiction determines that liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such indemnification is prohibited by applicable law.expenses which the Court of Chancery or such other court shall deem proper; (d) indemnify Make any payment in connection with any claim made against the Indemnitee for the disgorgement an accounting of profits arising made from the purchase or sale by the Indemnitee of securities of the Company in violation within the meaning of Section 16(b) of the Securities Exchange ActAct of 1934, or any similar successor statute.as amended; (e) indemnify Indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement expenses to the Company Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense (except as provided in Section 4 hereof); or (f) Make any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of any claim made against the Company or the payment to the Company of profits arising from the purchase or sale Indemnitee as otherwise prohibited by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act)applicable law.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or any of its directors, officers, employees or other indemnitees indemnitees, and not by way of defense, except: (i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in in, or the Board has consented to to, the initiation of such proceedings.; (b) indemnify Indemnitee for Expenses that would constitute Losses hereunder if a final decision by a court of competent jurisdiction determines that any such Expenses are unreasonable, provided that the burden of proof that any such Expenses are unreasonable shall be on the Company. (c) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law.; (dc) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, Act or any similar successor statute.; (ed) indemnify or advance funds to Indemnitee for Indemnitee’s 's reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required required, in each case case, under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002); or (e) indemnify or advance funds to Indemnitee for Expenses or Losses if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which Indemnitee is seeking indemnification pursuant to this Agreement, Indemnitee acted in bad faith or engaged in fraud, willful misconduct or gross negligence, or, in the case of a criminal matter, acted with knowledge that Indemnitee’s conduct was unlawful.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings. (b) indemnify Indemnitee for Expenses that would constitute Losses hereunder if a final decision by a court of competent jurisdiction determines that any such Expenses are unreasonable, provided that the burden of proof that any such Expenses are unreasonable shall be on the Company. (c) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law. (dc) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute. (ed) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement or disgorgement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including Act, any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of applicable Company plan or policy or any agreement between the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act)and Indemnitee.

Exclusions from Indemnification. Notwithstanding anything in this Agreement else herein to the contrary, the Company Corporation shall not be obligated toindemnify Indemnitee for any Expenses or, if applicable, any judgments, Fines, penalties or amounts paid in settlement by or on behalf of Indemnitee, in the following instances: (a) indemnify or advance funds Where payment is actually made to the Indemnitee for Expenses or Losses with under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (b) Where Indemnitee is indemnified by the Corporation otherwise than pursuant to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees this Agreement; (c) Where it is established in a judgment or other indemnitees and not by way final adjudication that the Indemnitee is guilty of defense, except: (i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each any breach of the material assertions made by Indemnitee in such proceeding was not made Indemnitee's duty of loyalty to the Corporation or its stockholders, (ii) failing to act in good faith or in a manner that Indemnitee reasonably believes to be in or not opposed to the best interests of the Corporation, (iii) acts or omissions which involve intentional misconduct or knowing violation of law, (iv) paying a dividend or approving a stock repurchase which was frivolous); or illegal under Section 174 (iior a successor section) of the DGCL or (v) any transaction where the Company has joined in or the Board has consented to the initiation of such proceedings. (b) indemnify Indemnitee for Expenses that would constitute Losses hereunder if a final decision by a court of competent jurisdiction determines that any such Expenses are unreasonable, provided that the burden of proof that any such Expenses are unreasonable shall be on the Company. (c) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law.derived an improper personal benefit; (d) indemnify Indemnitee Where the Proceeding giving rise to the claim for the disgorgement indemnification is for an accounting of profits arising made from the purchase or sale by the Indemnitee of securities of the Company in violation Corporation within the meaning of Section 16(b) of the Securities Exchange Act, Act of 1934 and amendments thereto or similar provisions of any similar successor statute.state statutory law or common law; or (e) indemnify Any Proceeding brought by Indemnitee, or advance funds to Indemnitee for Indemnitee’s reimbursement any claim therein, unless and to the Company extent that (i) the bringing of any bonus such Proceeding or other incentive-based or equity-based compensation previously received making of such claim shall have been approved by Indemnitee or payment the Board of any profits realized by Indemnitee from the sale of securities Directors of the CompanyCorporation or (ii) such Proceeding is being brought by the Indemnitee to assert, as required in each case interpret or enforce his rights under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act)this Agreement.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings. (b) indemnify Indemnitee for Expenses that would constitute Losses hereunder if a final decision by a court of competent jurisdiction determines that any such Expenses are unreasonable, provided that the burden of proof that any such Expenses are unreasonable shall be on the Company. (c) indemnify or advance funds to Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law. (dc) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute. (ed) indemnify or advance funds to Indemnitee for Indemnitee’s 's reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes‑Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). (e) indemnify or advance funds to Indemnitee for Expenses or Losses (i) if the Company has been advised by a bank regulatory authority that doing so may result in the imposition of fines or other penalties on the Company or its directors or officers or a finding that the Company is engaging in an unsafe and unsound banking practice, or (ii) if such indemnification or advancement would violate the terms of any agreement, memorandum of understanding or similar arrangement between the Company and a bank regulatory authority or resolutions of the Board adopted at the direction of a bank regulatory authority or (iii) result in the Company failing to meet, or while it does not meet, minimum capital requirements under applicable law, or (iv) if it would violate any federal or state laws or regulations applicable to the Company or any entity which controls the Company including but not limited to Section 18 (k) of the Federal Deposit Insurance Act or any regulation of the Federal Deposit Insurance Corporation adopted thereunder..