Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the U.S. Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments indemnification pursuant to Section 3 of this Agreement shall be paid by the Company nor shall Expenses be advanced by the Company pursuant to Section 4 of this Agreement if any of the following circumstances exist: 9.1 To the extent that Indemnitee is reimbursed pursuant to such insurance as may exist for Indemnitee's benefit. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Company pursuant to this Agreement shall be made by assigning to the Company any claims under such insurance to the extent Indemnitee is paid by the Company: (a) To indemnify or advance funds . Indemnitee shall reimburse the Company for any sums Indemnitee receives as indemnification from other sources to the extent of any amount paid to Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily that purpose by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made 9.2 On account and to the Indemnitee under a valid and collectible insurance policy, except in respect extent of any excess beyond the amount of payment under such insurance; (c) To indemnify the wholly or partially successful claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; 9.3 In connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable for gross negligence or intentional misconduct in the performance of Indemnitee's duty to the Company unless, and only to the extent that, any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper; 9.4 If it is proved by final judgment in a court of law or other final adjudication to have been based upon or attributable to Indemnitee's having gained any personal profit or advantage to which Indemnitee was not legally entitled; 9.5 Except as otherwise provided in this Agreement (including paragraph 4.1), in connection with all or any part of a Proceeding which is initiated or maintained by or on behalf of Indemnitee, or any Proceeding by Indemnitee against the Company or its directors, officers, employees or other agents, unless (a) such indemnification is expressly required to be made by Delaware Law, (b) the Proceeding was authorized by a majority of the Independent Directors (c) there has been a Change of Control, or (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee such indemnification is indemnified provided by the Company otherwise than Company, in its sole discretion, pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of powers vested in the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyCompany under Delaware Law; or (f) If a court of competent jurisdiction finally determines 9.6 Any judgment, fine or penalty that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeprohibited by applicable law from paying as indemnity.

Limitations on Indemnification. No payments pursuant Notwithstanding Section 8(a) to this Agreement the contrary, the Corporation shall be made not provide for indemnification of the Indemnified Parties for any liability or loss suffered by the CompanyIndemnified Parties, nor shall the Corporation provide that any of the Indemnified Parties be held harmless for any loss or liability suffered by the Corporation, unless all of the following conditions are met: (ai) To indemnify the Indemnified Party has determined, in good faith, that the course of conduct which caused the loss or advance funds liability was in the best interests of the Corporation; (ii) the Indemnified Party was acting on behalf of or performing services for the Corporation; (iii) such liability or loss was not the result of negligence or misconduct by the Indemnified Party; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Indemnitee Corporation’s net assets and not from stockholders. Furthermore, the Indemnified Party shall not be indemnified for Expenses with respect to any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) Proceedings initiated or brought voluntarily by there has been a successful adjudication on the Indemnitee and not by way merits of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or each count involving alleged material securities law or otherwise as required under applicable law or violations; (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to claims have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach dismissed with prejudice on the merits by a court of the duty of loyaltycompetent jurisdiction; or (fiii) If a court of competent jurisdiction finally determines approves a settlement of the claims against a particular indemnitee and finds that any indemnification hereunder is unlawful. In this respectof the settlement and related costs should be made, the Company and the Indemnitee have court of law considering the request for indemnification has been advised that the Securities and Exchange Commission takes of the position that of the SEC and the published position of any state securities regulatory authority in which securities of the Corporation were offered or sold as to indemnification for liabilities arising under violations of securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteelaws.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect where the Company has joined in or consented to the initiation of such Proceeding, or Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; (f) To indemnify the Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under all applicable laws including the Cayman Islands Companies Law and the United States securities laws; or (fg) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses conduct that is finally adjudged (including without limitation any Expenses relating as to which all rights of appeal therefrom have been exhausted or lapsed) by a Proceeding attempting court of competent jurisdiction to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawfulunlawful (as to which all rights of appeal therefrom have been exhausted or lapsed). In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; ormatters; (hi) To indemnify subject to the Indemnitee proviso in Section 6(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses conduct that is finally adjudged (including without limitation any Expenses relating as to which all rights of appeal therefrom have been exhausted or lapsed) by a Proceeding attempting court of competent jurisdiction to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawfulunlawful (as to which all rights of appeal therefrom have been exhausted or lapsed). In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; ormatters; (hi) To indemnify subject to the Indemnitee proviso in Section 6(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the U.S. Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeunenforceable.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;; (gh) To indemnify the Indemnitee in connection with Indemnitee▇▇▇▇▇▇▇▇▇▇’s personal tax matter; or; (hi) To indemnify subject to the Indemnitee proviso in Section 9(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to Notwithstanding any other provision of this Agreement, the Company shall not be obligated under this Agreement shall be made by the Companyto make any payment to Indemnitee for indemnification with respect to any Proceeding: (a) To indemnify for any loss or advance funds to liability unless all of the Indemnitee for Expenses with respect to following conditions are met: (i) Proceedings initiated Indemnitee has determined, in good faith, that the course of conduct that caused the loss or brought voluntarily by liability was in the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate best interests of the Company, but (ii) Indemnitee was acting on behalf of or performing services for the Company, (iii) such loss or liability was not the result of negligence or misconduct, or, if Indemnitee is an independent director, gross negligence or willful misconduct, and (iv) such indemnification or advancement is recoverable only out of Expenses in each such case may be provided by the Company if Company’s net assets and not from the Board finds it to be appropriate;Company’s stockholders; or (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest loss or penalties, liability arising from an alleged violation of federal or excise taxes assessed with respect to any employee benefit state securities laws unless one or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities more of the Company pursuant following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the provisions of Section 16(bIndemnitee, (ii) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to claims have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of dismissed with prejudice on the duty of loyalty; or (f) If merits by a court of competent jurisdiction finally determines as to Indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against Indemnitee and finds that any indemnification hereunder is unlawful. In this respect, of the Company settlement and the Indemnitee have related costs should be made, and the court considering the request for indemnification has been advised that of the position of the Securities and Exchange Commission takes and of the published position that of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for liabilities arising under violations of securities laws laws. In addition, Indemnitee may not be indemnified (other than pursuant to Section 5) if (x) the Proceeding was one by or in the right of the Company and Indemnitee is against public policy and is, therefore, unenforceable and that claims for indemnification should adjudged to be submitted liable to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or (y) Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in any of its subsidiaries Proceeding charging improper personal benefit to Indemnitee, whether or affiliates and such not involving action in Indemnitee’s official capacity.

Limitations on Indemnification. No payments pursuant Notwithstanding Section 8(a) to this Agreement the contrary, the Company shall not provide for indemnification of the Indemnified Parties for any liability or loss suffered by the Indemnified Parties, nor shall the Company provide that any of the Indemnified Parties be made held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (ai) To indemnify the Indemnified Party has determined, in good faith, that the course of conduct which caused the loss or advance funds liability was in the best interests of the Company; (ii) the Indemnified Party was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result of negligence, willful misfeasance, bad faith, or misconduct by the Indemnified Party; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Indemnitee Company’s net assets and not from stockholders. Furthermore, the Indemnified Party shall not be indemnified for Expenses with respect to any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless one or more of the following conditions are met: (i) Proceedings initiated or brought voluntarily by there has been a successful adjudication on the Indemnitee and not by way merits of defense, except with respect each count involving alleged securities law violations as to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or the Indemnified Party; (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to claims have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of dismissed with prejudice on the duty of loyalty; or (f) If merits by a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, as to the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matterIndemnified Party; or (hiii) To indemnify a court of competent jurisdiction approves a settlement of the Indemnitee with respect to claims against an Indemnified Party and finds that indemnification of the settlement and related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the SEC and the published position of any claim related to any dispute or breach arising under any contract or similar obligation between state securities regulatory authority in which securities of the Company were offered or any sold as to indemnification for violations of its subsidiaries or affiliates and such Indemniteesecurities laws.

Limitations on Indemnification. No payments pursuant None of the indemnifications set forth in Section 5.01 shall be applicable to (1) liability resulting from the design or construction of the Hotel, or (2) that portion of a liability which is covered and paid for by insurance maintained for the Hotel. The standard of performance of which Operator is to be responsible under this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee that, reasonably and diligently exercised, of a professional hotel operator. Settlement of a third party claim shall not by way of defense, except with respect to Proceedings brought to establish or enforce be prima facie evidence that a right to party has triggered an indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to obligation hereunder. Notwithstanding the provisions of Section 16(b5.01 above, neither Lessee nor Operator will assert against the other and each does hereby waive with respect to the other any claims for any losses, damages, liabilities and expenses (including lawyers’ fees and disbursements) incurred or sustained by that party as a result or damage or injury to persons or property arising out of the Act ownership, operation or similar provisions management of any foreign the Hotels, to the extent that the damage and injury are covered by insurance and the proceeds are actually recovered from the insurer. Indemnification by Lessee. Lessee shall indemnify and hold Operator harmless against all claims, demands, actions, liabilities, losses, damages, lawsuits and other proceedings at law or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expensesin equity, judgments, finesawards, interest or penaltiescommissions, or excise taxes assessed with respect to any employee benefit or welfare planfees, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; costs and expenses (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, attorneys’ fees and expenses), of every kind and nature whatsoever to or of any party connected with or arising out of, or by reason of any gross negligent act or omission, breach of contract, willful misconduct, or tortious actions by Lessee or any Affiliate of Lessee, or any officer, employee, agent, contractor, subcontractor, or other person or entity working for Lessee or any Affiliate of Lessee. The indemnification provisions of this Section 5.03 are subject to the duty limitations set forth in Section 5.02. Lessee will indemnify and hold Operator harmless from all costs, expenses, claims, damages and liabilities, including without limitation, lawyers’ fees and disbursements, arising or resulting from Lessee’s failure following the expiration or earlier termination (for whatever cause) of loyalty; or (f) If a court this Agreement to provide all of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification services contracted for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee business booked on commercially reasonable terms for the Hotels on or prior to the date of such expiration or termination. The provisions of this Section will survive any expiration or termination of this Agreement and will be binding upon Lessee and its successors and assigns, including any successor or assign that becomes the beneficial or legal owner of the Hotels after the effective date of any such expiration or termination. Survival of Indemnity. The provisions of this Article 5 shall survive the expiration or sooner termination of this Agreement with respect to any claim related matters arising out of facts or circumstances occurring during the period prior to any dispute such expiration or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteetermination.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (dc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (ed) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (fe) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the U.S. Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gf) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (hg) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policypolicy carried out by the Company, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is fully indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses a. in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); b. in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding c. for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding d. for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, e. for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (e) To indemnify the Indemnitee f. for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (f) If g. if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee h. in connection with the Indemnitee’s personal tax matter; ormatters; (hi. subject to the proviso in Section 6(a) To indemnify the Indemnitee hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or j. in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses Other than with respect to Losses which were the result of fraud, a breach of a Company Fundamental Representation or a breach of a JAC Fundamental Representation, the maximum amount the Indemnified Parties shall be entitled to recover in the aggregate with respect to any and all Indemnifiable Claims shall be $7,200,000. IN NO EVENT WILL THE COMPANY OR JAC BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, EVEN IF A PARTY HAS BEEN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) Notwithstanding anything to the contrary contained herein, upon any Indemnified Party becoming aware of any Indemnifiable Claim, such Indemnified Party shall utilize all reasonable efforts, consistent with normal practices and policies and good commercial practice, to mitigate such Losses. For purposes of this ARTICLE 9, all Losses shall be computed net of (i) Proceedings initiated or brought voluntarily any insurance proceeds actually received, (ii) any amounts recovered by the Indemnitee and not by way Indemnified Party or any of defense, except its respective Affiliates from any Person with respect to Proceedings such Losses (whether under any agreement for indemnification, contribution or otherwise) and (iii) the amount of any Tax benefit actually realized, in each case by the Indemnified Party (as applicable, or any Affiliate thereof) that is attributable to the Losses to which such claim relates, and with respect to clause (iii) to the taxable period in which such Losses are incurred, treating any item of loss, deduction or credit as a result of such Losses as the last item used in such period, and taking into account any Tax detriment suffered by the Indemnified Parties as a result of such Losses and the receipt of the related indemnity payment (in the case of clauses (i), (ii) and (iii), net of the cost and expense of obtaining any such benefits, proceeds, payments or reimbursements). The Indemnified Party shall use commercially reasonable efforts to pursue, and to cause their respective Affiliates to pursue, all insurance claims, other third-party payments and Tax benefits to which it or they may be entitled in connection with any Losses incurred. If any Indemnified Party actually receives any insurance or other third party payment in connection with any claim for Losses for which it has already received a payment under this ARTICLE 9, it shall pay to the Stockholders or JAC, as applicable, within thirty (30) days after such payment is received, an amount equal to the excess of (x) the amount previously received by such Indemnified Party with respect to such claim plus the amount of such insurance or other third party payment, less the costs of collection and, if insurance proceeds are received, any increase in premiums directly caused by the receipt of such insurance proceeds, over (y) the amount of Losses to which JAC or the Stockholder, as applicable, has become entitled under this Agreement in connection with such claim. For purposes of this Agreement, “Third Party Claim(s)” shall mean any and all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees and costs of investigation brought by a third party. (c) Notwithstanding anything in this Agreement to establish the contrary, for the purpose of calculating the amount of any Losses incurred as a result of any breach of the representations and warranties and covenants contained in this Agreement, any qualification with respect to materiality, Company Material Adverse Effect or enforce a other similar qualification shall be disregarded. (d) Notwithstanding anything else to the contrary set forth herein, the right to indemnification, payment of Losses or any other remedy based on representations, warranties or covenants will not be affected by any investigation conducted with respect to or any knowledge acquired (or capable of being acquired) at any time with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty or covenant. No Indemnified Party shall be entitled to indemnification under this Agreement Section 9 with respect to the breach of any representations or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by warranties unless such Indemnified Party promptly provides notice of an indemnity claim, together with an explanation of the Indemnitee in connection basis of the claim with preparing to serve or servingreasonable specificity therefor, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate expiration of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeapplicable Survival Period.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments Notwithstanding any other provision herein to the contrary, the Partnership shall not be obligated pursuant to this Agreement shall be made by the CompanyAgreement: (a) To indemnify or advance funds expenses to the Indemnitee for Expenses with respect to a Proceeding (or part thereof), however denominated, initiated by Indemnitee, including any Proceeding (or any part thereof) initiated by Indemnitee against the Partnership or the Partnership’s directors, officers, employees or other indemnitees, other than (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings a Proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement or any other statute or law or otherwise as required under applicable law or Agreement, (ii) Expenses incurred a Proceeding (or part thereof) authorized or consented to by the Indemnitee General Partner prior to its initiation, it being understood and agreed that such authorization or consent shall not be unreasonably withheld in connection with preparing to serve any compulsory counterclaim or serving, prior counterclaim or affirmative defense brought or raised by Indemnitee in response to a Change Proceeding otherwise indemnifiable under this Agreement, and (iii) a Proceeding in Controlwhich the Partnership provides indemnification, as a witness in cooperation with any party its sole discretion, pursuant to the powers vested in the Partnership under the Partnership Agreement or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;applicable law. (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed expenses incurred by Indemnitee with respect to any employee benefit Proceeding initiated by Indemnitee to enforce or welfare planinterpret this Agreement, sustained unless Indemnitee is successful in any such Proceeding for which payment is actually made in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of expenses hereunder, or unless and to the extent that the court in such action, suit or proceeding shall determine that, despite Indemnitee’s failure to establish its right to indemnification, Indemnitee under a valid and collectible insurance policyis entitled to indemnity for such expenses; provided, except however, that nothing in this Section 10(b) is intended to limit the Partnership’s obligations with respect to the advancement of expenses to Indemnitee in connection with any excess beyond the amount of payment under such insurance;action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, as provided in Section 8 hereof. (c) To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has been determined by a final (not interlocutory) judgment or other adjudication of a court or arbitrator or administrative body of competent jurisdiction to have been knowingly fraudulent or constitute willful misconduct as to which there is no further right or option of appeal or the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for time within which an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation;appeal must be filed has expired without such filing. (d) To indemnify the Indemnitee for in any Expenses, judgments, fines, interest circumstance where such indemnification has been determined to be prohibited by law by a final (not interlocutory) judgment or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account other adjudication of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court or arbitrator or administrative body of competent jurisdiction finally determines that any indemnification hereunder as to which there is unlawful. In this respect, no further right or option of appeal or the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should time within which an appeal must be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and filed has expired without such Indemniteefiling.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (dc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (ed) To indemnify the Indemnitee for any Expenses (including including, without limitation limitation, any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (fe) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the U.S. Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gf) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (hg) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify the Indemnitee against liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; (b) To indemnify or advance funds to the Indemnitee for Expenses expenses with respect to (i) Proceedings Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Companycorporate law, but such indemnification or advancement of Expenses in each such case expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgmentsjudgment, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (cd) To indemnify the Indemnitee for any Expenses, judgmentsjudgment, fines, interest or and/or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;statutory law; and (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines determines, with all rights of appeal having been exhausted or otherwise terminated, that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings actions initiated or brought voluntarily by the Indemnitee and not by way of defense, defense except with respect to Proceedings actions brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyDelaware law, but such indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if approved by the Board finds it of Directors by a majority vote of a quorum thereof consisting of directors who are not parties to be appropriatesuch action; (b) To to indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policypolicy acquired by the Company or one of its subsidiaries, except in respect of any excess beyond the amount of payment paid under such insurance; (c) To to indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or ERISA excise taxes for which the Indemnitee has been or is indemnified by the Company otherwise than pursuant to this Agreement; (d) indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (de) To to indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the resulting from Indemnitee’s conduct if such conduct shall be which is finally adjudged adjudicated by a court of competent jurisdiction (i) to have been knowingly fraudulent, a knowing violation of law, deliberately dishonest or in violation of Indemnitee’s duty of loyalty to the Company or (ii) to have involved willful misconduct, including, without limitation, breach misconduct on the part of the duty of loyaltyIndemnitee; or (f) If if a court of competent jurisdiction finally determines shall enter a final order, decree or judgment to the effect that any such indemnification or advancement of Expenses hereunder is unlawful. In this respect, unlawful under the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteecircumstances.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s 's conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;; (gh) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or; (hi) To indemnify subject to the Indemnitee proviso in Section 9(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;; (gh) To indemnify the Indemnitee in connection with IndemniteeI▇▇▇▇▇▇▇▇▇’s personal tax matter; or; (hi) To indemnify subject to the Indemnitee proviso in Section 9(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the D▇▇▇–F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification or contribution under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification indemnification, contribution or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationadjudication ; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or; (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (i) In connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇—▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No The Company shall make no payments pursuant to this Agreement shall be made by the CompanyAgreement: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyCalifornia law, but such indemnification or advancement of Expenses in each such case expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act Exchange Act, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (ge) To indemnify the Indemnitee for any Expenses based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which the Indemnitee was not legally entitled; and (f) To indemnify or advance Expenses 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 Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between an accounting restatement of the Company or any the payment to the Company of its subsidiaries profits arising from the purchase or affiliates and such Indemniteesale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). Indemnitee remains subject to the Company’s recoupment policy for incentive-based or equity based compensation.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defenseIndemnitee, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Companylaw, but such indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policypolicy or under any other agreement, contract or otherwise, except in respect of any excess beyond the amount of payment under such insuranceinsurance or under any such agreement, contract or otherwise; (c) To indemnify or advance to the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of resulting from the Indemnitee’s 's conduct if such conduct shall be which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyknowingly fraudulent or deliberately dishonest; or (fe) If a court of competent jurisdiction shall finally determines determine that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification or contribution under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification indemnification, contribution or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or; (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (i) In connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No The Company shall make no payments pursuant to this Agreement shall be made by the CompanyAgreement: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyCalifornia law, but such indemnification or advancement of Expenses in each such case expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (ge) To indemnify the Indemnitee for any Expenses based upon or attributable to the Indemnitee gaining in connection with Indemnitee’s fact any personal tax matterprofit or advantage to which the Indemnitee was not legally entitled; orand (hf) To indemnify the Indemnitee with respect for any Expenses brought about or contributed to by the dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be protected under this Agreement to the fullest extent permitted under law as to any claim related claims upon which suit may be brought against the Indemnitee by reason of any alleged dishonesty on the Indemnitee’s part, unless a judgment or other final adjudication thereof adverse to any dispute the Indemnitee shall establish that the Indemnitee committed (i) acts of active and deliberate dishonesty, or breach arising under any contract or similar obligation between (ii) with actual dishonest purpose and intent, which acts were material to the Company or any cause of its subsidiaries or affiliates and such Indemniteeaction so adjudicated.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyDelaware law, but such indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from for the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of resulting from the Indemnitee’s 's conduct if such conduct shall be which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyknowingly fraudulent or deliberately dishonest; or (fe) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement these indemnity provisions shall be made by the CompanyEmployer: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses Executive with respect to (i) Proceedings actions initiated or brought voluntarily by the Indemnitee Executive and not by way of defense, except with respect to Proceedings actions brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement these indemnity provisions or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyDelaware law, but such the indemnification or advancement of Expenses in each such case may be provided by the Company Employer in specific cases if approved by the Board finds it of Directors by a majority vote of a quorum thereof consisting of directors who are not parties to be appropriatethe action; (b) To to indemnify the Indemnitee Executive for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee Executive under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment paid under such the insurance; (c) To to indemnify the Indemnitee Executive for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or ERISA excise taxes for which Executive has been or is indemnified by Employer or any other party otherwise than pursuant to these indemnity provisions; (d) to indemnify Executive for any Expenses, damages, judgments, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee Executive of securities of the Company Employer pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementstatutory law; (e) To to indemnify the Indemnitee Executive for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, damages, judgments, amounts paid in settlement, fines, penalties or ERISA excise taxes in connection with any Proceeding where a court of competent jurisdiction has determined that (i) Executive failed to act in good faith and in a manner reasonably believed to be in or not opposed to the best interest or penaltiesof Employer, or excise taxes assessed (ii) with respect to any employee benefit or welfare planProceeding which is of a criminal nature, on account of the Indemnitee’s Executive had reasonable cause to believe his conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltywas unlawful; or (f) If if a court of competent jurisdiction finally determines enters a final order, decree or judgment to the effect that any indemnification or advancement of Expenses hereunder is unlawful. In this respect, unlawful under the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteecircumstances.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to voluntarily serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged by a court of competent jurisdiction to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant Subject to the requirements of Sections 4.5, 4.6 and 8 of this Agreement and Nevada law, the Corporation shall not be made by the Company:obligated to indemnify any person in connection with any Proceeding (or any part of any Proceeding): (a) To indemnify for which payment has actually been made to or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated on behalf of such person under any statute, insurance policy, indemnity provision, vote or brought voluntarily by the Indemnitee and not by way of defenseotherwise, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurancepaid; (cb) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting or disgorgement of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act Exchange Act, or similar provisions of any foreign or United States federal, state or local statute statutory law or regulationcommon law, if such person is held liable therefor (including pursuant to any settlement arrangements); c) for any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Corporation, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if such person is held liable therefor (including pursuant to any settlement arrangements); d) initiated by such person against the Corporation or its directors, officers, employees, agents or other indemnitees, unless (a) the Board of Directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law, (c) otherwise required to be made under Section 5 of this Agreement or (d) To indemnify the Indemnitee otherwise required by applicable law; or e) if prohibited by applicable law; provided, however, that if any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any Expensesreason whatsoever: (1) the validity, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account legality and enforceability of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, remaining provisions of this Agreement (including, without limitation, breach each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respectfullest extent possible, the Company and provisions of this Agreement (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the Indemnitee have been advised that intent manifested by the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and isprovision held invalid, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute illegal or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeunenforceable.

Limitations on Indemnification. No payments The Corporation shall not be required to hold Indemnitee harmless or provide indemnification pursuant to this Agreement shall be made by the CompanySection 2: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect or Liabilities for which payment has actually been made to (i) Proceedings initiated or brought voluntarily by the on behalf of Indemnitee and not by way of defenseunder any insurance policy or other indemnity provision, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount paid under any insurance policy or other indemnity provision; or (b) on account of payment under Indemnitee's conduct if it is finally adjudged by a court or administrative agency, having jurisdiction in the matter, which adjudication is not subject to a further right of appeal, or is admitted by Indemnitee, that such insuranceconduct (i) was in bad faith, (ii) was believed by Indemnitee to be opposed to the best interests of the Company, or (iii) in a criminal action or proceeding, constituted conduct that Indemnitee had reasonable cause to believe was unlawful; (c) To indemnify if it shall be determined by a final adjudication of a court, or administrative agency, having jurisdiction in the Indemnitee for matter, which adjudication is not subject to a further right of appeal, that such indemnification is not lawful; (d) on account of any Expenses, judgments, fines, interest or penalties sustained in any Proceeding suit for an accounting of profits made arising from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company pursuant to the provisions in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar provisions successor statute; or (e) in connection with any Proceeding (or any part of any foreign Proceeding) initiated by Indemnitee, including any Proceeding (or United States federalany part of any Proceeding) initiated by Indemnitee against the Company or its directors, state officers, employees or local statute or regulation; other indemnitees, unless (di) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penaltiessuch Proceeding is a Permitted Action, or excise taxes assessed (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. For purposes of this Agreement, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any employee benefit criminal action or welfare planproceeding, to have had no reasonable cause to believe such person's conduct was unlawful, if such person's action is based on the records or books of account of the Company or an Other Enterprise, or on information supplied to such person by the officers of the Company or an Other Enterprise in the course of their duties, or on the advice of legal counsel for which the Indemnitee is indemnified Company or an Other Enterprise or on information or records given or reports made to the Company or an Other Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company otherwise than pursuant or an Other Enterprise. The foregoing shall not be deemed to this Agreement; (e) To indemnify be exclusive or to limit in any way the Indemnitee for any Expenses (including without limitation any Expenses relating to circumstances in which a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall person may be finally adjudged deemed to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach met the applicable standard of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeconduct.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect on account of any excess beyond the amount of payment under such insurance; (c) To indemnify the claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to a violation of the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law, if Indemnitee is held liable therefore; (b) for which payment is actually made to Indemnitee under a valid and collectible insurance policy or regulationunder a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance policy, indemnity clause, bylaw or agreement and except to the extent amounts are thereafter “clawed back” or otherwise under dispute under such insurance policy, indemnity clause, bylaw or agreement; (c) if a court of competent jurisdiction determines in a final decision or verdict, to which all rights of appeal have either lapsed or been exhausted, that the indemnification is unlawful; (d) To indemnify the Indemnitee for in connection with any Expenses, judgments, fines, interest proceeding (or penaltiespart thereof) initiated by Indemnitee, or excise taxes assessed with respect any proceeding by Indemnitee against the Company or any Subsidiary or the directors, officers, employees or other agents of the Company or any Subsidiary, unless (i) the proceeding is brought to any employee benefit or welfare planenforce a right to indemnification pursuant to Section 4(b) hereof, for which (ii) such indemnification is expressly required to be made by law, (iii) the Indemnitee is indemnified proceeding was authorized by the Company otherwise than Board of Directors of the Company, or (iv) such indemnification is provided by the Company, in its sole discretion, pursuant to this Agreementthe powers vested in the Company under the Code; (e) To indemnify if the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)action, judgments, fines, interest suit or penalties, or excise taxes assessed proceeding with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If which a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims claim for indemnification should be submitted is made by Indemnitee arose from or is based upon any solicitation of proxies by Indemnitee, or by a group of which he or she was or became a member consisting of two or more persons that had agreed (whether formally or informally and whether or not in writing) to appropriate courts act together for adjudication; (g) To indemnify the Indemnitee purpose of soliciting proxies, in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect opposition to any claim related to any dispute or breach arising under any contract or similar obligation between solicitation of proxies approved by the Company or any Board of its subsidiaries or affiliates and such IndemniteeDirectors.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Companylaw, but such the indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such the insurance; (c) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the resulting from Indemnitee’s conduct if such conduct shall be which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyknowingly fraudulent or deliberately dishonest; or (fe) If if a court of competent jurisdiction shall finally determines determine that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policypolicy carried out by the Company, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is fully indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect where the Company has joined in or consented to the initiation of such Proceeding, or Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify the Indemnitee against liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; (b) To indemnify or advance funds to the Indemnitee for Expenses expenses with respect to (i) Proceedings Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Companycorporate law, but such indemnification or advancement of Expenses in each such case expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgmentsjudgment, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (cd) To indemnify the Indemnitee for any Expenses, judgments6 7 judgment, fines, interest or and/or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;statutory law; and (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Companylaw, but such the indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such the insurance; (c) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law, or regulationwhich would cause the Company to violate any undertaking the Company makes to the Securities and Exchange Commission with respect to indemnification; (d) To to indemnify the Indemnitee as to circumstances to which indemnification is prohibited pursuant to applicable law; (e) to indemnify Indemnitee for any Expenses, judgments, fines, interest settlements penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the resulting from Indemnitee’s conduct if such conduct shall be which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, includinga knowing and culpable violation of law, knowingly fraudulent or deliberately dishonest; (f) to indemnify Indemnitee for any amount paid in settlement of any Proceeding without limitation, breach the prior written consent of the duty of loyaltyCompany, which consent shall not be unreasonably withheld; or (fg) If if a court of competent jurisdiction shall finally determines determine that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to RBB shall not be liable under Section 3 of this Agreement shall be to make any payment in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (b) for which the Indemnitee is actually indemnified by RBB otherwise than pursuant to this Agreement; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee Agent of securities of for RBB within the Company pursuant to the provisions meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign state statutory law or United States federalcommon law; (d) brought about or contributed to by the active and deliberate dishonesty of the Indemnitee; however, state notwithstanding the preceding clause, the Indemnitee shall be protected to the extent otherwise provided under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless a judgment or local statute other final adjudication thereof adverse to the Indemnitee shall establish that he committed (i) acts of active and deliberate dishonesty (ii) with actual dishonest purpose and intent, which acts were material to the cause of action so adjudicated; (e) for actions commenced by a bank regulatory agency against Indemnitee only in which indemnification payments are prohibited by federal law or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If for acts or omissions that involve intentional misconduct or a court knowing and culpable violation of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationlaw; (g) To indemnify for acts or omissions that the Indemnitee in connection with believes to be contrary to the best interests of RBB or its shareholders that involve the absence of good faith on the part of the Indemnitee; (h) for any transaction from which the Indemnitee derived an improper personal benefit; (i) for acts or omissions that show a reckless disregard for the Indemnitee’s personal tax matterduty to RBB or its shareholders in circumstances in which the Indemnitee was aware, or should have been aware, in the ordinary course of performing Indemnitee’s duties, of a risk of serious injury to RBB or its shareholders; (j) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the Indemnitee’s duties to RBB or its shareholders; (k) under Section 310 of the Code [i.e., for any transaction between RBB and (a) a director, or (b) a corporation, firm, or association in which the director has a material financial interest], to the extent the transaction in question is void or voidable in accordance with the terms of said Section; (l) under Section 316 of the Code [i.e., for any distribution to shareholders, and for any loan or guaranty to officers or directors, that violate specified provisions of the Code], to the extent Indemnitee is determined to be liable thereunder; or (hm) To indemnify the Indemnitee with respect to for any claim related to any dispute such further acts or breach arising omissions delineated under any contract or similar obligation between the Company Code Section 204(a) (10) or any of its subsidiaries or affiliates and such Indemniteesuccessor statute thereto.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) a. To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) b. To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) c. To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) d. To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) e. To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) f. If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) g. To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) h. To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to (i) Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law law, or (ii) Expenses incurred Proceedings (or parts thereof) authorized by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriateBoard; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest Expenses or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, Liabilities sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) If a court of competent jurisdiction finally determines that any indemnification or advances under this Agreement is not permitted by applicable law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest Expenses or penalties Liabilities sustained in any Proceeding for an accounting of profits made from the purchase or and sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign state statutory law or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;common law; or (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of Liabilities resulting from the Indemnitee’s conduct if such conduct shall be which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute knowingly fraudulent or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteedeliberately dishonest.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Companylaw, but such the indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To to indemnify the Indemnitee for any Expenses, judgmentsjudgements, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such the insurance; (c) To to indemnify the Indemnitee for any Expenses, judgmentsjudgements, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To to indemnify the Indemnitee for any Expenses, judgmentsjudgements, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, for resulting from Indemnitee's conduct which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyknowingly fraudulent or deliberately dishonest; or (fe) If if a court of competent jurisdiction shall finally determines determine that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement these indemnity provisions shall be made by the CompanyEmployer: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses Executive with respect to (i) Proceedings actions initiated or brought voluntarily by the Indemnitee Executive and not by way of defense, except with respect to Proceedings actions brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement these indemnity provisions or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyDelaware law, but such indemnification or advancement of Expenses in each such case may be provided by the Company Employer in specific cases if approved by the Board finds it of Directors by a majority vote of a quorum thereof consisting of directors who are not parties to be appropriatesuch action; (b) To to indemnify the Indemnitee Executive for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee Executive under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment paid under such insurance; (c) To to indemnify the Indemnitee Executive for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or ERISA excise taxes for which Executive has been or is indemnified by Employer or any other party otherwise than pursuant to these indemnity provisions; (d) to indemnify Executive for any Expenses, damages, judgments, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee Executive of securities of the Company Employer pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementstatutory law; (e) To to indemnify the Indemnitee Executive for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed in connection with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If Proceeding where a court of competent jurisdiction finally determines has determined that any indemnification hereunder is unlawful. In this respect(i) Executive failed to act in good faith and in a manner reasonably believed to be in or not opposed to the best interest of Employer, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; or (gii) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related Proceeding which is of a criminal nature, Executive had reasonable cause to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.believe his conduct was unlawful; or

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, monetary judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policypolicy carried out by the Company, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, monetary judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, monetary judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is fully indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), monetary judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach breaches of the duty duties of loyalty; orloyalty and good faith; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policypolicy or other indemnity provision, except in respect of any excess beyond the amount of payment under such insuranceinsurance or indemnity provision; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits (or for the actual accounting of such profits) made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; or; (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; (i) To indemnify the Indemnitee with respect to any reimbursement to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder; or (j) To indemnify the Indemnitee with regards to any reimbursement of the Company by the Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board of Directors or any committee thereof, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Act.

Limitations on Indemnification. No payments Subject to the requirements in Section 20(c) and the DGCL, the Company shall not be obligated to indemnify any Person pursuant to this Agreement shall be made by the Company:Section 20 in connection with any Proceeding (or any part of any Proceeding): (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated for which payment has actually been made to or brought voluntarily by the Indemnitee and not by way on behalf of defensesuch Person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurancepaid; (cii) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting or disgorgement of profits made pursuant to Section 16(b) of the Exchange Act, or similar provisions of federal, state or local statutory law or common law, if such Person is held liable therefor (including pursuant to any settlement arrangements); (iii) for any reimbursement of the Company by such Person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such Person from the purchase or sale by the Indemnitee of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the provisions S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, or the payment to the Company of profits arising from the purchase and sale by such Person of securities in violation of Section 16(b) 306 of the Act or similar provisions of S▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if such Person is held liable therefor (including pursuant to any foreign or United States federal, state or local statute or regulationsettlement arrangements); (div) To indemnify the Indemnitee for initiated by such Person, including any Expenses, judgments, fines, interest Proceeding (or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified part of any Proceeding) initiated by such Person against the Company otherwise than or its Directors, Officers, employees, agents or other indemnitees, unless (A) the Member authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (B) the Company provides the indemnification, in its sole discretion, pursuant to this Agreement; the powers vested in the Company under applicable law, (eC) To indemnify the Indemnitee for any Expenses otherwise required to be made under Section 20(g) or (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyD) otherwise required by applicable law; or (fv) If a court if prohibited by applicable law; provided, however, that if any provision or provisions of competent jurisdiction finally determines this Section 20 shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Section 20 (including each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any indemnification hereunder is unlawful. In this respectway be affected or impaired thereby; and (vi) to the fullest extent possible, the Company and provisions of this Section 20 (including each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the Indemnitee have been advised that intent manifested by the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and isprovision held invalid, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute illegal or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeunenforceable.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect on account of any excess beyond the amount of payment under such insurance; (c) To indemnify the claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law, if Indemnitee is held liable therefor; (b) on account of Indemnitee’s conduct that is established by a final judgment, to which all rights of appeal have either lapsed or regulationbeen exhausted, as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Indemnitee’s conduct that is established by a final judgment, to which all rights of appeal have either lapsed or been exhausted, as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee was not legally entitled; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the payment is actually made to Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementunder a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance policy, indemnity clause, bylaw or agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines in a final decision, to which all rights of appeal have either lapsed or been exhausted, that any the indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gf) To indemnify the Indemnitee in connection with any proceeding (or part thereof) initiated by Indemnitee’s personal tax matter; or (h) To indemnify the , or any proceeding by Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between against the Company or any Subsidiary or the directors, officers, employees or other agents of the Company or any Subsidiary, unless (i) the proceeding is brought to enforce a right to indemnification pursuant to Section 4(b) hereof, (ii) such indemnification is expressly required to be made by law, (iii) the proceeding was authorized by the Board of Directors of the Company, or (iv) such indemnification is provided by the Company, in its subsidiaries or affiliates and such Indemnitee.sole discretion, pursuant to the powers vested in the Company under the Code;

Limitations on Indemnification. No payments pursuant to this Agreement these indemnity provisions shall be made by the CompanyEmployer: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses Executive with respect to (i) Proceedings actions initiated or brought voluntarily by the Indemnitee Executive and not by way of defense, except with respect to Proceedings actions brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement these indemnity provisions or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyDelaware law, but such indemnification or advancement of Expenses in each such case may be provided by the Company Employer in specific cases if approved by the Board finds it of Directors by a majority vote of a quorum thereof consisting of directors who are not parties to be appropriatesuch action; (b) To to indemnify the Indemnitee Executive for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee Executive under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment paid under such insurance; (c) To to indemnify the Indemnitee Executive for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or ERISA excise taxes for which Executive has been or is indemnified by Employer or any other party otherwise than pursuant to these indemnity provisions; (d) to indemnify Executive for any Expenses, damages, judgments, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee Executive of securities of the Company Employer pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementstatutory law; (e) To to indemnify the Indemnitee Executive for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, damages, judgments, amounts paid in settlement, fines, penalties or ERISA excise taxes in connection with any Proceeding where a court of competent jurisdiction has determined that (i) Executive failed to act in good faith and in a manner reasonably believed to be in or not opposed to the best interest or penaltiesof Employer, or excise taxes assessed (ii) with respect to any employee benefit or welfare planProceeding which is of a criminal nature, on account of the Indemnitee’s Executive had reasonable cause to believe his conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltywas unlawful; or (f) If if a court of competent jurisdiction finally determines shall enter a final order, decree or judgment to the effect that any such indemnification or advancement of Expenses hereunder is unlawful. In this respect, unlawful under the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteecircumstances.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses a. in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); b. in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding c. for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding d. for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, e. for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (e) To indemnify the Indemnitee f. for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest wilful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (f) If g. if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee h. in connection with the Indemnitee’s personal tax matter; ormatters; (hi. subject to the proviso in Section 6(a) To indemnify the Indemnitee hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or j. in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be made by to indemnify the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defensedefence, except with respect unless (i) the Board authorised the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred under this Agreement (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish a right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify to the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which extent the Indemnitee is entitled to be indemnified other than by the Company otherwise than pursuant to this Agreementor a subsidiary of the Company; (ef) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest or willful misconductwilful default, fraud, gross negligence, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts the court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the SEC) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; ormatters; (hi) To indemnify subject to the Indemnitee proviso in Section 6(a), in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act), Section 306 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the D▇▇▇–F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments indemnity pursuant to this Agreement Sections 2, 3, 4, 5 or 6 shall be made paid by the CompanyCompany nor shall Expenses be advanced pursuant to Section 7: (a) To indemnify or advance funds the extent that Indemnitee is reimbursed pursuant to such insurance as may exist for Indemnitee’s benefit. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Company pursuant to this Agreement by assigning to the Company any claims under such insurance to the extent Indemnitee is paid by the Company. To the extent that the Indemnitee receives payments as indemnification and/or reimbursement of Expenses for a particular matter both pursuant to insurance policies held by the Company and by the Company pursuant to this Agreement, which payments and reimbursements are, in the aggregate, in excess of the amounts actually incurred or Expenses with actually paid by the Indemnitee in respect of such matter, then the Indemnitee shall reimburse the Company for any sums he or she receives as indemnification pursuant to such insurance policies in an amount equal to the lesser of (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defensesuch excess, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the aggregate amount actually paid to the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement and reimbursement of Expenses in each respect of such case may be provided by the Company if the Board finds it to be appropriate;matter; or (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made On account and to the Indemnitee under a valid and collectible insurance policy, except in respect extent of any excess beyond the amount of payment under such insurance; (c) To indemnify the wholly or partially successful claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) or the Securities Exchange Act of the Act 1934, as amended, and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteestatutory law.

Limitations on Indemnification. No payments pursuant to this Agreement indemnity shall be made paid by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with in respect to (i) Proceedings initiated remuneration paid to Indemnitee if it shall be determined by a final judgment or brought voluntarily by the Indemnitee and not by way other final adjudication that such remuneration was in violation of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriatelaw; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect on account of any excess beyond the amount of payment under such insurance; (c) To indemnify the claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law; (c) on account of Indemnitee’s conduct that is established by a final judgment as knowingly fraudulent or regulationdeliberately dishonest or that constituted willful misconduct; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect on account of Indemnitee’s conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant or resulting in any personal profit or advantage to this Agreementwhich Indemnitee was not legally entitled; (e) To indemnify the for which payment is actually made to Indemnitee for under a valid and collectible insurance policy or under any Expenses (including without limitation valid and enforceable non-Company indemnity clause, bylaw or agreement, except in respect of any Expenses relating to a Proceeding attempting to enforce this Agreement)excess beyond payment under such insurance, judgmentsclause, fines, interest bylaw or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; oragreement; (f) If a court of competent jurisdiction finally determines that any if indemnification hereunder is unlawful. In not lawful (and, in this respect, both the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); (g) To indemnify if the action, suit or proceeding with respect to which a claim for indemnity is made by Indemnitee arose from or is based upon any of the following: (i) any solicitation of proxies by Indemnitee, or by a group of which he or she was or became a member consisting of two or more persons that had agreed (whether formally or informally and whether or not in connection with Indemnitee’s personal tax matterwriting) to act together for the purpose of soliciting proxies, in opposition to any solicitation of proxies approved by the Board of Directors; or (ii) any activities by Indemnitee that constitute a breach of or default under any agreement between Indemnitee and the Company; or (h) To indemnify the in connection with any proceeding (or part thereof) initiated by Indemnitee, or any proceeding by Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between against the Company or any Subsidiary or the directors, officers, employees or other agents of the Company or any Subsidiary, unless (i) the proceeding is brought to enforce a right to indemnification pursuant to Section 4 hereof, (ii) such indemnification is expressly required to be made by law, (iii) the proceeding was authorized by the Board of Directors of the Company, or (iv) such indemnification is provided by the Company, in its subsidiaries or affiliates and such Indemniteesole discretion, pursuant to the powers vested in the Company under the Code.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect on account of any excess beyond the amount of payment under such insurance; (c) To indemnify the claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law, if Indemnitee is held liable therefor; (b) on account of Indemnitee’s conduct that is established by a final judgment, to which all rights of appeal have either lapsed or regulationbeen exhausted, as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Indemnitee’s conduct that is established by a final judgment, to which all rights of appeal have either lapsed or been exhausted, as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee was not legally entitled; (d) To indemnify for which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance policy, indemnity clause, bylaw or agreement; provided, however, that notwithstanding anything to the contrary (i) the Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee under this Agreement, any other agreement, its certificate of incorporation, the Bylaws or the Code are primary and any obligation of any current or former direct or indirect stockholder of the Company (or any affiliate thereof or advisor thereto) to provide advancement or indemnification for any Expensesthe same expenses, witness fees, damages, judgments, fines, interest amounts paid in settlement or penaltiesother amounts incurred by Indemnitee are secondary), and (ii) if any current or excise taxes assessed former direct or indirect stockholder (or any affiliate thereof or advisor thereto other than the Company or any Subsidiary of the Company) pays or causes to be paid, for any reason, to or for the benefit of the Indemnitee, any amounts otherwise indemnifiable by the Company hereunder or under any other agreement, the Company’s certificate of incorporation, the Bylaws or the Code, then (x) such current or former direct or indirect stockholder (or such affiliate or advisor, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to any employee benefit such payment and (y) the corporation shall reimburse such current or welfare plan, former direct or indirect stockholder (or such other affiliate) for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementpayments actually made; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines in a final decision, to which all rights of appeal have either lapsed or been exhausted, that any the indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gf) To indemnify the Indemnitee in connection with any proceeding (or part thereof) initiated by Indemnitee’s personal tax matter; or (h) To indemnify the , or any proceeding by Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between against the Company or any Subsidiary or the directors, officers, employees or other agents of the Company or any Subsidiary, unless (i) the proceeding is brought to enforce a right to indemnification pursuant to Section 4(b) hereof, (ii) such indemnification is expressly required to be made by law, (iii) the proceeding was authorized by the Board of Directors of the Company, or (iv) such 4. 54516478_2 indemnification is provided by the Company, in its subsidiaries or affiliates and such Indemnitee.sole discretion, pursuant to the powers vested in the Company under the Code;

Limitations on Indemnification. No payments pursuant to this ------------------------------ Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyCalifornia law, but such indemnification or advancement of Expenses in each such case expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;. (ge) To indemnify the Indemnitee for any Expenses based upon or attributable to the Indemnitee gaining in connection with Indemnitee’s fact any personal tax matterprofit or advantage to which he [she] was not legally entitled; orand (hf) To indemnify the Indemnitee with respect for any Expenses brought about or contributed to by the dishonesty of the Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, the Indemnitee shall be protected under this Agreement to the fullest extent permitted under law as to any claim related claims upon which suit may be brought against him [her] by reason of any alleged dishonesty on his [her] part, unless a judgement or other final adjudication thereof adverse to any dispute or breach arising under any contract or similar obligation between the Company or any Indemnitee shall establish that he [she] committed (i) acts of its subsidiaries or affiliates active and such Indemniteedeliberate dishonesty (ii) with actual dishonest purpose and intent, which acts were material to the cause of action so adjudicated.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds Any indemnification claims by the Indemnified Party pursuant to Section 11.2 shall be paid with the Indemnitee for Expenses with Holdback Shares. With respect to (i) Proceedings initiated or brought voluntarily by any such indemnification payment, for purpose of determining the Indemnitee and not by way of defenseindemnification payment, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or servingHoldback Shares shall be valued at $10.00 per share, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate regardless of the Company, but such trading price of the Holdback Shares at the time that the indemnification or advancement of Expenses claim is finally determined in each such case may be provided by the Company if the Board finds it to be appropriate;accordance with this Article XI. (b) To indemnify Except in the Indemnitee case of Fraud by the Company and/or any Company Shareholder, the sole and exclusive recourse for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect amount finally determined to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except be owed in respect of any excess beyond indemnity obligations pursuant to this Article XI shall be made only by transfer of Holdback Shares to the Indemnified Parties, no other assets shall in any respect be used to satisfy such indemnity obligations, and once the Holdback Shares shall be fully released and transferred, such indemnity obligations shall terminate. For successful indemnification claims by an Indemnified Party, within five (5) Business Days after the indemnification claim is finally determined in accordance with this Article XI, Purchaser shall retain a number of Holdback Shares, valued at $10.00 per share, equal to the amount of payment under such insurance;indemnification claim (as determined in accordance with this Article XI). (c) To indemnify In the Indemnitee for event Purchaser Parties proceed with the Closing notwithstanding actual knowledge by Purchaser Parties or any ExpensesAffiliate of Purchaser Parties at or prior to the Closing (as evidenced in a writing, judgmentseither from the Company to Purchaser Parties or from Purchaser Parties to the Company) of any breach by the Company or any Company Shareholder of any representation, fineswarranty, interest covenant or penalties sustained agreement in Article V or in any Proceeding for an accounting of profits made from the purchase certificate or sale Additional Agreement delivered by the Indemnitee of securities of the Company pursuant hereto, no Indemnified Party shall have any claim or recourse against any Company Shareholder or the Holdback Shares with respect to the provisions of Section 16(b) of the Act such breach, under this Article XI or similar provisions of any foreign or United States federal, state or local statute or regulation;otherwise. (d) To indemnify the Indemnitee In no event shall any Indemnified Party be entitled to recover or make a claim for any Expensesamounts in respect of, judgmentsand in no event shall Losses be deemed to include, finesany punitive, interest special, incidental, exemplary, consequential, indirect or penaltiesexemplary damages, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses diminution in value changes measured as a multiple of earnings, revenue or by any other similar performance metric, (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreementloss of future revenue or income, loss of business reputation or opportunity), judgments, fines, interest or penalties, or excise taxes assessed with respect except for any such damages to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If extent actually awarded by a court of competent jurisdiction finally determines that and paid to a third party in a Third Party Claim (as defined below). (e) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements or any indemnification hereunder is unlawful. In this respectTax benefits or reduction actually received by any Indemnified Party in connection with, the Company or as a result of, such Losses, and the Indemnitee have been advised that the Securities Indemnified Parties shall use reasonable and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and isdiligent efforts to realize such benefits, thereforeproceeds, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;payments, reimbursements or reductions. (gf) To indemnify Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify extent reasonably necessary to remedy the Indemnitee with respect breach that gives rise to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such IndemniteeLoss.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be made by to indemnify the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defensedefence, except with respect unless (i) the Board authorised the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred under this Agreement (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish a right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify to the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which extent the Indemnitee is entitled to be indemnified other than by the Company otherwise than pursuant to this Agreementor a subsidiary of the Company; (ef) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest wilful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts the court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the SEC) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; ormatters; (hi) To indemnify subject to the Indemnitee proviso in Section 6(a), in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇—▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant Notwithstanding any provision herein to the contrary, (i) any Loss for which an Indemnitor claims indemnification under this Agreement Section 8.2 shall be made take into account (A) the proceeds of any insurance actually received by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses Companies with respect to such Loss less any increase in premiums to such Person as a result of such claim for insurance proceeds (iwith it being understood, however, that none of the Buyer Parties or Seller Parties shall be obligated to make any such claim for insurance proceeds) Proceedings initiated (the "INSURANCE RECOVERY AMOUNT"), (B) the amount of any reduction in Tax that (1) is actually realized by a reduction of Taxes actually paid or brought voluntarily by a refund actually received by the Indemnitee Indemnitee, and not by way (2) is attributable to any deduction, loss, credit or other Tax benefit arising from or arising out of defensesuch Loss (the "TAX REDUCTION AMOUNT"), except with respect and (C) any specific reserves against such Losses, but only to Proceedings brought to establish or enforce a right to the extent of such specific reserves set forth on the Closing Balance Sheet; (ii) the Indemnitors shall have no liability for indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed Section 8.2 with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims claim for indemnification should be submitted arising from a change in law or regulation after the Closing Date having a retroactive effect; and (iii) the Indemnitor's obligation to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or a breach of any representations or warranties and the amount to be indemnified shall be determined without regard to any materiality qualification set forth in such representation or warranty. Any indemnification payment under this Section 8.2 shall initially be made without regard to clause (hi) To indemnify the Indemnitee of this Section 8.2(g) (other than with respect to any claim related clause (i) (C) and (ii) in the preceding sentence which will be taken into account at the time the indemnification payment is made) and the Indemnitee shall remit to any dispute the Indemnitor the Tax Reduction Amount or breach arising under any contract the Insurance Recovery Amount, as the case may be, when the Indemnitee actually realizes the Tax Reduction Amount or similar obligation between actually receives the Company or any of its subsidiaries or affiliates and such IndemniteeInsurance Recovery Amount, as the case may be.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) Expenses incurred by the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) the Indemnitee is successful in such Proceeding in establishing the Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite the Indemnitee’s failure to establish his or her right to indemnification, the Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with Indemnitee▇▇▇▇▇▇▇▇▇▇’s personal tax matter; ormatters; (hi) To indemnify subject to the Indemnitee proviso in Section 5(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or Section 954 of the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect on account of any excess beyond the amount of payment under such insurance; (c) To indemnify the claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law, if Indemnitee is held liable therefor; (b) on account of Indemnitee’s conduct that is established by a final judgment, to which all rights of appeal have either lapsed or regulationbeen exhausted, as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Indemnitee’s conduct that is established by a final judgment, to which all rights of appeal have either lapsed or been exhausted, as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee was not legally entitled; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the payment is actually made to Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementunder a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance policy, indemnity clause, bylaw or agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines in a final decision, to which all rights of appeal have either lapsed or been exhausted, that any the indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gf) To indemnify the Indemnitee in connection with any proceeding (or part thereof) initiated by Indemnitee’s personal tax matter; or (h) To indemnify the , or any proceeding by Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between against the Company or any Subsidiary or the directors, officers, employees or other agents of the Company or any Subsidiary, unless (i) the proceeding is brought to enforce a right to indemnification pursuant to Section 4(b) hereof, (ii) such indemnification is expressly required to be made by law, (iii) the proceeding was authorized by the Board of Directors of the Company, or (iv) such indemnification is provided by the Company, in its subsidiaries or affiliates and such Indemnitee.sole discretion, pursuant to the powers vested in the Company under the Code;

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify The Corporation will not hold Indemnitee harmless or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such provide indemnification or advancement of Expenses in each such case may be provided expenses: (i) if Indemnitee has been otherwise (than pursuant to this Agreement) indemnified by the Company if Corporation or other person or entity, or pursuant to any D&O Insurance or other insurance purchased and maintained by the Board finds it to be appropriateCorporation or Other Enterprise; (bii) To indemnify if the Proceeding against Indemnitee for any Expenses, judgments, fines, interest or penaltiesis not by reason of, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained does not in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policyway relate to, except Indemnitee's Official Capacity; (iii) in respect of any excess beyond remuneration paid to Indemnitee if it shall be determined by a final adjudication of a court having jurisdiction in the amount matter that such remuneration was in violation of payment under such insurancelaw; (civ) To indemnify the Indemnitee for on account of any Expenses, judgments, fines, interest or penalties sustained in any Proceeding suit for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationlaw; (dv) To indemnify on account of Indemnitee's conduct if it is finally adjudged by a court or administrative agency, having jurisdiction in the matter, or is admitted by Indemnitee, that such conduct (I) was in bad faith (II) was believed by the Indemnitee for any Expensesto be opposed to the best interests of the corporation, judgments(III) was knowingly fraudulent, finesfalse or dishonest, interest or penalties(IV) constituted knowing misconduct, or excise taxes assessed (V) in a criminal action or proceeding, constituted conduct that the Indemnitee had reasonable cause to believe was unlawful; (vi) with respect to Proceedings brought by, or on behalf of, Indemnitee or Indemnitee's Affiliates, against the Corporation, any Other Enterprise or any other person or entity having a right to be indemnified by the Corporation or any Other Enterprise, unless such Proceeding is a Permitted Action; (vii) if it shall be determined by a final adjudication of a court, or administrative agency, having jurisdiction in the matter, that such indemnification is not lawful; or (viii) with respect to any matters related to the employer-employee benefit relationship between the Corporation and Indemnitee, including the continuation or welfare plantermination thereof, for which the or any salary, bonus, benefits or other compensation matters. (b) A determination as to whether Indemnitee is indemnified not entitled to indemnification by reason of the Company otherwise provisions of Section 4(a) shall be made by (i) the board of directors by a majority vote of directors who were not parties to the action, suit or proceeding, even though less than pursuant a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to this Agreement; the effect that there is clear and convincing evidence that, based on the evidence then known, Indemnitee is not entitled to indemnification; and any such determination under (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreementi), judgments, fines, interest (ii) or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct (iii) shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of final and binding upon the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such IndemniteeCorporation.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses a. in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the M&As, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); b. in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding c. for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding d. for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, e. for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (e) To indemnify the Indemnitee f. for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (f) If g. if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee h. in connection with the Indemnitee’s personal tax matter; ormatters; (hi. subject to the proviso in Section 6(a) To indemnify the Indemnitee hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or j. in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify The Company and Shareholder have no obligation to make any payment for Damages for indemnification or advance funds to the Indemnitee for Expenses otherwise with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way matters described in Article XI until the total of defense, except all Damages with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or such matters exceeds U.S.$300,000 (ii) Expenses incurred the “Threshold”), and then only for the amount by which such Damages exceed the Indemnitee in connection with preparing to serve or serving, prior Threshold up to a Change in Controlmaximum amount of U.S.$15,000,000, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it recovery to be appropriate;made exclusively to Section 11.04(h). (b) To indemnify Section 11.04(a) will not apply to: (i) any breach or inaccuracy of the Indemnitee for representations and warranties given by the Shareholder in Section 3.24; (ii) any Expenses, judgments, fines, interest breach or penalties, inaccuracy of any of the Company’s or excise taxes assessed Shareholder’s representations and warranties of which the Company and Shareholder had respective knowledge at any time prior to the date on which such representation and warranty was made; (iii) any fraudulent act or fraudulent misrepresentation of the Company or Shareholder with respect to any employee benefit representation or welfare plan, sustained warranty given by the Company and Shareholder contained in this Agreement or the certificate to be delivered pursuant to Section 7.02(c) or (iv) any Proceeding for which payment is actually made to intentional breach by the Indemnitee under a valid and collectible insurance policy, except in respect Company or Shareholder of any excess beyond covenant or obligation under this Agreement, and the amount of payment under Shareholder shall be liable for all Damages with respect to such insurance;matters. (c) To indemnify For purposes of determining whether a threshold in Section 11.04(a) has been met, the Indemnitee aggregate amount of Damages in respect of claims by Company and/or Shareholder against Parent or Merger Sub for indemnification or otherwise hereunder for which no actual remedy is available to Company or the Shareholder will be deemed to increase the Threshold for indemnification claims made against the Company by the actual amount of such Damages. (d) The amount of any and all Damages will be determined net of any amounts recovered, or reasonably expected to be recovered, by the Indemnified Person under insurance policies with respect to such Damages, and Indemnified Person shall use commercially reasonable efforts to maximize all such insurance recoveries. (e) An Indemnified Person shall not be entitled to recover for any Expensesparticular Damage pursuant to this Article XI, judgmentsor to count any particular Damage toward the Threshold, finesunless such Damage equals or exceeds $5,000.00. (f) The determination of Damages shall be reduced (including, interest without limitation, retroactively) by the amount of any Tax benefit of, or penalties sustained increase in the amount of Tax refund received by, an Indemnified Person. (g) If an Indemnified Person has been indemnified for a Damage hereunder, and at any Proceeding for time thereafter an accounting Indemnified Person recovers all or a portion of profits such Damage from a third person, the Indemnified Person who made such recovery shall promptly refund the amount paid with respect to such Damage (up to the amount recovered from the purchase or sale third person). (h) Notwithstanding anything to the contrary set forth in this Agreement, an Indemnified Person, seeking to recover Damages from Shareholder, shall have as its sole and exclusive remedy against Shareholder, the return and cancellation of such number of shares of Parent Common Stock received by Shareholder pursuant to the terms of this Agreement, equal in value to the amount of the Damages as finally determine in accordance with the provisions of this Article, however to the extent that sufficient shares are not available to satisfy such Damages up to the maximum amount set forth in Section 11.4(a), such Indemnified Person shall be entitled to recover the short fall in Damages from Shareholder in cash. Parent acknowledges and agrees that the shares of Parent Common Stock payable to Company’s investment banker by the Indemnitee of securities of Company shall not be subject to any Damages for which Shareholder may be responsible. (i) Notwithstanding anything else contained in this Agreement to the Company contrary, after the Closing, indemnification pursuant to the provisions of Section 16(b) this Article XI shall be the exclusive remedy for an Indemnified Person for any misrepresentation or breach of any warranty, covenant or other provision contained in this Agreement or in any certificate delivered pursuant hereto; provided, however, that the Act foregoing shall not apply to claims based on fraud and shall not prevent an Indemnified Person from seeking or similar obtaining injunctive or other equitable relief to prevent breaches or violations of this Agreement and to enforce specifically the provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses a. in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); b. in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non­regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding c. for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding d. for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, e. for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (e) To indemnify the Indemnitee f. for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest wilful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (f) If g. if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee h. in connection with the Indemnitee’s personal tax matter; ormatters; (hi. subject to the proviso in Section 6(a) To indemnify the Indemnitee hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or j. in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Sarbanes­Oxley Act of 2002 (the “Sarbanes­Oxley Act”), Section 306 of the Sarbanes­Oxley Act or Section 954 of the ▇▇▇▇—▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matterobligations; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification or advancement under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s 's conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments (a) The Corporation will not hold Indemnitee harmless or provide indemnification pursuant to Section 2: i) if Indemnitee has been otherwise (than pursuant to this Agreement shall be made Agreement) indemnified by the Company: (a) To indemnify Corporation or advance funds other person or entity, or pursuant to the Indemnitee for Expenses with respect to (i) Proceedings initiated any D&O Insurance or brought voluntarily other insurance purchased and maintained by the Corporation or Other Enterprise; ii) if the Proceeding against Indemnitee and is not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Companyreason of, or does not in any directorway relate to, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriateIndemnitee's Official Capacity; (biii) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond remuneration paid to Indemnitee if it shall be determined by a final adjudication of a court having jurisdiction in the amount matter that such remuneration was in violation of payment under such insurancelaw; (civ) To indemnify the Indemnitee for on account of any Expenses, judgments, fines, interest or penalties sustained in any Proceeding suit for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationlaw; v) on account of lndemnitee's conduct if it is finally adjudged by a court or administrative agency, having jurisdiction in the matter, or is admitted by Indemnitee , that such conduct (dI) To indemnify was in bad faith, (II) was believed by the lndemnitee to be opposed to the best interests of the corporation, (III) was knowingly fraudulent, false or dishonest, (IV) constituted knowing misconduct, or (V) in a criminal action or proceeding, constituted conduct that the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed had reasonable cause to believe was unlawful; vi) with respect to Proceedings brought by, or on behalf of, Indemnitee or Indemnitee's Affiliates, against the Corporation, any employee benefit Other Enterprise or welfare plan, for which the Indemnitee is any other person or entity having a right to be indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for Corporation or any Expenses (including without limitation any Expenses relating to Other Enterprise, unless such Proceeding is a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyPermitted Action; or vii) if it shall be determined by a final adjudication of a court, or administrative agency, having jurisdiction in the matter, that such indemnification is not lawful. (fb) If A determination as to whether lndemnitee is not entitled to indemnification by reason of the provisions of Section 4(a) shall be made by (i) the board of directors by a court majority vote of competent jurisdiction finally determines directors who were not parties to the action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the effect that there is clear and convincing evidence that, based on the evidence then known, Indemnitee is not entitled to indemnification; and any indemnification hereunder is unlawful. In this respectsuch determination under (i), (ii) or (iii) shall be final and binding upon the Company Indemnitee and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such IndemniteeCorporation.

Limitations on Indemnification. No payments indemnification pursuant to this Agreement Sections 1 or 2 hereof shall be made paid by the CompanyCompany if a judgment (after exhaustion of all appeals) or other final adjudication determines that the Indemnitee's actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) To a violation of criminal law, unless the Indemnitee had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (b) a transaction from which the Indemnitee derived an improper personal benefit within the meaning of Section 607.0850(7) of the Florida Business Corporation Act; (c) in the event that the Indemnitee is a director of the Company, a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act are applicable; or (d) willful misconduct or conscious disregard for the best interests of the Company in a proceeding by or in the right of the Company to procure a judgment in its favor or in a proceeding by or in the right of a shareholder of the Company. Furthermore, the Company shall not be obligated to indemnify the Indemnitee for: (e) expenses or advance funds liabilities of any type whatsoever to the extent that Indemnitee for Expenses with respect to has otherwise actually received full payment (iunder any insurance policy, provision of the Company's articles of incorporation, bylaws or otherwise) Proceedings of the amounts otherwise payable hereunder; (f) expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act or any similar successor statute; (g) claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or servingindemnification, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if unless the Board finds it to be appropriate; (b) To indemnify of Directors has specifically approved the Indemnitee for any Expenses, judgments, fines, interest initiation or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect bringing of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteesuit.

Limitations on Indemnification. No payments pursuant Notwithstanding any other provision herein to the contrary, the Corporation will not be obligated under this Agreement shall be made by to indemnify the CompanyIndemnified Party: (ai) To indemnify or advance funds to in respect of liability that the Indemnitee for Expenses Indemnified Party may not be relieved from at law, unless a court of competent jurisdiction has made an order authorizing the indemnification, (ii) with respect to (i) Proceedings any Claim initiated or brought voluntarily by the Indemnitee and not by way Indemnified Party or in which he or she is joined as a plaintiff without the written agreement of defensethe Corporation, except with respect to Proceedings for any Claim brought to establish or enforce a right to indemnification under this Agreement or any other statute statute, regulation, rule or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;law, (biii) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made Claim arising from the purchase or and sale by the Indemnitee Indemnified Party of securities of the Company pursuant to the provisions in violation of Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended, or any similar provisions applicable law of any foreign jurisdiction, if the Indemnified Party is held liable after a final adjudication to which all rights of appeal have either lapsed or United States federal, state or local statute or regulation;been exhausted, (div) To indemnify the Indemnitee for any Expensescosts, judgments, fines, interest or penaltiescharges and expenses which have been paid to, or excise taxes assessed on behalf of, the Indemnified Party under any applicable policy of insurance or any other arrangements maintained or made available by the Corporation or any Other Entity for the benefit of its respective Indemnified Parties or officers, or (v) with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified claims by the Company otherwise than Corporation or an Other Entity for the forfeiture, recovery or recoupment of compensation received by the Indemnified Party from such entity pursuant to this Agreement; (ei) To indemnify the Indemnitee for any Expenses (applicable laws, including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penaltiesapplicable securities laws, or excise taxes assessed applicable stock exchange requirements or (ii) any applicable clawback or recoupment policy or arrangement of the Corporation or an Other Entity with respect to any compensation earned by the Indemnified Party in his or her capacity as an director, officer, trustee or employee benefit or welfare plan, on account of the Indemnitee’s conduct if Corporation or an Other Entity subsequent to the implementation of such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest policy or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteearrangement.

Limitations on Indemnification. No payments pursuant to this Agreement these indemnity provisions shall be made by the CompanyEmployer: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses Executive with respect to (i) Proceedings actions initiated or brought voluntarily by the Indemnitee Executive and not by way of defense, except with respect to Proceedings actions brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement these indemnity provisions or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyDelaware law, but such the indemnification or advancement of Expenses in each such case may be provided by Employer in specific cases if approved by the Company if the Board finds it to be appropriateChairman; (b) To to indemnify the Indemnitee Executive for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee Executive under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment paid under such the insurance; (c) To to indemnify the Indemnitee Executive for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or ERISA excise taxes for which Executive has been or is indemnified by Employer or any other party otherwise than pursuant to these indemnity provisions; (d) to indemnify Executive for any Expenses, damages, judgments, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee Executive of securities of the Company Employer pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementstatutory law; (e) To to indemnify the Indemnitee Executive for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, damages, judgments, amounts paid in settlement, fines, penalties or ERISA excise taxes in connection with any Proceeding where a court of competent jurisdiction has determined that (i) Executive failed to act in good faith and in a manner reasonably believed to be in or not opposed to the best interest or penaltiesof Employer, or excise taxes assessed (ii) with respect to any employee benefit or welfare planProceeding which is of a criminal nature, on account of the Indemnitee’s Executive had reasonable cause to believe his conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltywas unlawful; or (f) If if a court of competent jurisdiction finally determines enters a final order, decree or judgment to the effect that any indemnification or advancement of Expenses hereunder is unlawful. In this respect, unlawful under the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteecircumstances.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with Indemnitee▇▇▇▇▇▇▇▇▇▇’s personal tax matter; or; (hi) To indemnify subject to the Indemnitee proviso in Section 9(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or; (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudicationunenforceable; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to The Corporation shall not be ------------------------------ obligated under this Agreement shall be made by to make any payment of Expenses to the CompanyIndemnitee: (a) To indemnify or advance funds to which payment the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily Corporation is prohibited by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, from paying as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriateindemnity; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible an insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (c) To indemnify resulting from a claim, issue or matter decided in a Proceeding adversely to the Indemnitee for based upon or attributed to the Indemnitee gaining any Expensespersonal profit or advantage to which Indemnitee was not legally entitled; (d) resulting from a claim, judgments, fines, interest issue or penalties sustained matter decided in any a Proceeding adversely to the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to Corporation within the provisions meaning of Section 16(b) of the Act Act, or similar provisions of any foreign state statutory law or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreementcommon law; (e) To indemnify in connection with a claim, issue or matter in any Proceeding brought about or contributed to by the dishonesty of the Indemnitee for seeking payment hereunder; provided, that notwithstanding the foregoing, the Indemnitee shall be indemnified under this Agreement as to any Expenses (including without limitation claims, issues or matters upon which suit may be brought against him by reason of any Expenses relating to alleged dishonesty on his part, unless it shall be decided in a Proceeding attempting that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account the cause of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyaction so adjudicated; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify any Proceeding initiated by the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between against the Company Corporation or any director or officer of its subsidiaries the Corporation (other than a Proceeding initiated by Indemnitee pursuant to Section 6(b)) unless the Corporation has joined in or affiliates consented to the initiation of such Proceeding. For purposes of this Section and Section 5, the phrase "decided in a Proceeding" shall mean a decision by a court, arbitrator or other judicial agent having the requisite legal authority to make such Indemniteea decision, which decision has become final and from which no appeal or other review proceeding is permissible.

Limitations on Indemnification. No payments Notwithstanding anything to the contrary set forth in this Agreement, and not in limitation of the restrictions of the Company’s liability under applicable law, no indemnity pursuant to this Agreement shall be made paid by the Company: : (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect on account of any excess beyond the amount of payment under such insurance; (c) To indemnify the claim against Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute statutory law; (b) on account of Indemnitee’s conduct that was knowingly fraudulent or regulation; deliberately dishonest, or that constituted willful misconduct; (c) on account of Indemnitee’s conduct that constituted a breach of Indemnitee’s duty of loyalty to the Company or resulted in any personal profit or advantage to which Indemnitee was not legally entitled; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the payment has actually been made to Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; under a valid and collectable insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, by-law or agreement; (e) To indemnify the Indemnitee for any Expenses if indemnification is not lawful (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)and, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In in this respect, both the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; ); or (gf) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the any Proceeding by Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between against the Company or its directors, officers, employees or other agents other than as set forth in Section 12 above, unless (i) such indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board of Directors of the Company, or (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Delaware General Corporation Law; provided, however, that until the final and non-appealable determination by a court of competent jurisdiction as to any of its subsidiaries or affiliates and the foregoing, the Indemnitee shall be entitled to indemnification hereunder (including Expenses) so long as the Indemnitee executes an undertaking to reimburse the Company promptly upon any such Indemniteedetermination.

Limitations on Indemnification. No Notwithstanding any other provision to the contrary, no payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in of Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (dc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (ed) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (fe) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the U.S. Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gf) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (hg) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments (a) The Corporation will not hold Indemnitee harmless or provide indemnification pursuant to Section 2: (i) if Indemnitee has been otherwise (than pursuant to this Agreement shall be made Agreement) indemnified by the Company: (a) To indemnify Corporation or advance funds other person or entity, or pursuant to the Indemnitee for Expenses with respect to (i) Proceedings initiated any D&O Insurance or brought voluntarily other insurance purchased and maintained by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish Corporation or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or Other Enterprise; (ii) Expenses incurred if the Proceeding against Indemnitee is not by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Companyreason of, or does not in any directorway relate to, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriateIndemnitee's Official Capacity; (biii) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond remuneration paid to Indemnitee if it shall be determined by a final adjudication of a court having jurisdiction in the amount matter that such remuneration was in violation of payment under such insurancelaw; (civ) To indemnify the Indemnitee for on account of any Expenses, judgments, fines, interest or penalties sustained in any Proceeding suit for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationlaw; (dv) To indemnify on account of Indemnitee's conduct if it is finally adjudged by a court or administrative agency, having jurisdiction in the matter, or is admitted by Indemnitee, that such conduct (I) was in bad faith (II) was believed by the Indemnitee for any Expensesto be opposed to the best interests of the corporation, judgments(III) was knowingly fraudulent, finesfalse or dishonest, interest or penalties(IV) constituted knowing misconduct, or excise taxes assessed (V) in a criminal action or proceeding, constituted conduct that the Indemnitee had reasonable cause to believe was unlawful; (vi) with respect to Proceedings brought by, or on behalf of, Indemnitee or Indemnitee's Affiliates, against the Corporation, any employee benefit Other Enterprise or welfare plan, for which the Indemnitee is any other person or entity having a right to be indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for Corporation or any Expenses (including without limitation any Expenses relating to Other Enterprise, unless such Proceeding is a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyaltyPermitted Action; or (fvii) If if it shall be determined by a court final adjudication of competent a court, or administrative agency, having jurisdiction finally determines in the matter, that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;not lawful. (gb) To indemnify A determination as to whether Indemnitee is not entitled to indemnification by reason of the provisions of Section 4(a) shall be made by (i) the board of directors by a majority vote of directors who were not parties to the action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the effect that there is clear and convincing evidence that, based on the evidence then known, Indemnitee in connection with Indemnitee’s personal tax matteris not entitled to indemnification; or and any such determination under (hi), (ii) To indemnify or (iii) shall be final and binding upon the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such IndemniteeCorporation.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for (i) Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law law, or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties, or excise taxes or other amounts assessed with respect to any employee benefit or welfare plan, which are actually levied against or sustained by the Indemnitee in any Proceeding for which payment is has been actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; provided, however, that nothing in this clause (b) shall limit or diminish in any respect the Company’s obligations to advance Expenses pursuant to Paragraph 7 above; (c) To indemnify the Indemnitee for any Expenses, judgments, finesfines or penalties, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time, or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties, or excise taxes or other amounts assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this AgreementAgreement and as to which payment has been actually made to the Indemnitee under such other indemnification obligations, except in respect of any excess beyond the amount of payment under such other indemnification obligations; provided, however, that nothing in this clause (d) shall limit or diminish in any respect the Company’s obligations to advance Expenses pursuant to Paragraph 7 above; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, judgments, fines, interest fines or penalties, or excise taxes or other amounts assessed with respect to any employee benefit plan, for which the Indemnitee is indemnified, or welfare the payment of which is guaranteed, by a Company affiliate or another third party and as to which payment has been actually made to the Indemnitee under such other indemnification or guaranty obligations, except in respect of any excess beyond the amount of payment under such other indemnification or guaranty obligations; provided, however, that nothing in this clause (d) shall limit or diminish in any respect the Company’s obligations to advance Expenses pursuant to Paragraph 7 above; (f) To indemnify the Indemnitee for any Expenses, judgments, fines or penalties, or excise taxes or other amounts assessed with respect to any employee benefit plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest fraudulent or willful misconduct, including, without limitation, breach misconduct by a court of competent jurisdiction in a final determination from which there is no appeal or as to which the duty of loyaltyapplicable period for appeal has expired; or (fg) If a court of competent jurisdiction finally determines reaches a final determination from which there is no appeal or as to which the applicable period for appeal has expired that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company, provided that the payments to be made by the Company pursuant to this Agreement shall arise from the Indemnitee’s service in his or her capacity as a director or executive officer of the Company, as the case may be: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with voluntarily preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Indemnitee was obligated to serve as such a witness, or if the Board finds it to be appropriate; (b) To indemnify the for which payment has actually been received by or on behalf of Indemnitee for under any Expensesinsurance policy, judgmentscontract, finesagreement or other indemnity or advancement provision, interest or penalties, or excise taxes assessed except with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount actually received under any such insurance policy, contract, agreement, other indemnity or advancement provision or otherwise; provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of payment under such insurance;any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest constitute actual fraud or willful misconduct, including, without limitation, breach of deceit actually committed by the duty of loyaltyIndemnitee; or (fe) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the U.S. Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;; or (gf) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s 's conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No Notwithstanding any other provision of this Agreement, no payments pursuant to this Agreement shall be made by the Company: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings actions initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings actions brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyNRS, but such indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if approved by the Board finds it of Directors by a majority vote of a quorum thereof consisting of directors who are not parties to be appropriatesuch action; (b) To to indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment paid under such insurance; (c) To to indemnify the Indemnitee for any Expenses, damages, judgments, amounts paid in settlement, fines, interest penalties or ERISA excise taxes for which the Indemnitee has been or is indemnified by the Company or any other party otherwise than pursuant to this Agreement; (d) to indemnify the Indemnitee for any Expenses, damages, judgments, fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder or similar provisions of any foreign or United States federal, state or local statute or regulation;statutory law; or (de) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)damages, judgments, fines, interest fines or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of penalties sustained by the Indemnitee’s conduct Indemnitee if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines finds that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities did not act in good faith and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify in a manner the Indemnitee reasonably believed to be in connection with Indemnitee’s personal tax matter; or (h) To indemnify or not opposed to the Indemnitee best interest of the Company, and, with respect to any claim related criminal action or proceeding, had no reasonable cause to any dispute or breach arising under any contract or similar obligation between believe Indemnitee’s conduct was unlawful, in either case to the Company or any of its subsidiaries or affiliates and extent to which such Indemniteefinding is required by the NRS.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be made by to indemnify the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defensedefence, except with respect unless (i) the Board authorised the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred under this Agreement (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish a right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify to the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which extent the Indemnitee is entitled to be indemnified other than by the Company otherwise than pursuant to this Agreementor a subsidiary of the Company; (ef) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest wilful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts the court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the SEC) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; ormatters; (hi) To indemnify subject to the Indemnitee proviso in Section 6(a), in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses conduct that is finally adjudged (including without limitation any Expenses relating as to which all rights of appeal therefrom have been exhausted or lapsed) by a Proceeding attempting court of competent jurisdiction to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawfulunlawful (as to which all rights of appeal therefrom have been exhausted or lapsed). In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; ormatters; (hi) To indemnify subject to the Indemnitee proviso in Section 6(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the D▇▇▇–F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defensedefense against the Company, or its directors, officers, employees or affiliates, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, serving as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any directorits directors, officerofficers, employee, trustee, agent, representative, subsidiary, parent corporation employees or affiliate of the Companyaffiliates, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, penalties on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, fraudulent or deliberately dishonest or to have constituted willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;unenforceable. (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments payment pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding penalties for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, Bylaw, contract, agreement or otherwise, except in respect of any excess beyond the amount of payment under such insurance; (cb) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale sales by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (dc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the penalties resulting from Indemnitee’s conduct if such conduct shall be which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, includingknowingly fraudulent or deliberately dishonest; (d) Until a Change in Control, without limitationto indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, breach except (i) with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such suit, or (iii) as otherwise required under the applicable provisions of the duty Delaware General Corporation Law, regardless of loyaltywhether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be; or (fe) If a court of competent jurisdiction finally determines that any indemnification such payment hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds Any indemnification claims by the Indemnified Party pursuant to Section 11.2 shall be paid with the Indemnitee for Expenses with Holdback Shares. With respect to (i) Proceedings initiated or brought voluntarily by any such indemnification payment, for purpose of determining the Indemnitee and not by way of defenseindemnification payment, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or servingHoldback Shares shall be valued at $10.00 per share, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate regardless of the Company, but such trading price of the Holdback Shares at the time that the indemnification or advancement of Expenses claim is finally determined in each such case may be provided by the Company if the Board finds it to be appropriate;accordance with this Article XI. (b) To indemnify Except in the Indemnitee case of Fraud by the Company and/or any Company Shareholder, the sole and exclusive recourse for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect amount finally determined to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except be owed in respect of any excess beyond indemnity obligations pursuant to this Article XI shall be made only by transfer of Holdback Shares to the Indemnified Parties, no other assets shall in any respect be used to satisfy such indemnity obligations, and once the Holdback Shares shall be fully released and transferred, such indemnity obligations shall terminate. For successful indemnification claims by an Indemnified Party, within five (5) Business Days after the indemnification claim is finally determined in accordance with this Article XI, Purchaser shall retain a number of Holdback Shares, valued at $10.00 per share, equal to the amount of payment under such insurance;indemnification claim (as determined in accordance with this Article XI). (c) To indemnify In the Indemnitee for event Purchaser Parties proceed with the Closing notwithstanding actual knowledge by Purchaser Parties or any ExpensesAffiliate of Purchaser Parties at or prior to the Closing (as evidenced in a writing, judgmentseither from the Company to Purchaser Parties or from Purchaser Parties to the Company) of any breach by the Company or any Company Shareholder of any representation, fineswarranty, interest covenant or penalties sustained agreement in Article V or in any Proceeding for an accounting of profits made from the purchase certificate or sale Additional Agreement delivered by the Indemnitee of securities of the Company pursuant hereto, no Indemnified Party shall have any claim or recourse against any Company Shareholder or the Holdback Shares with respect to the provisions of Section 16(b) of the Act such breach, under this Article XI or similar provisions of any foreign or United States federal, state or local statute or regulation;otherwise. (d) To indemnify the Indemnitee In no event shall any Indemnified Party be entitled to recover or make a claim for any Expensesamounts in respect of, judgmentsand in no event shall Losses be deemed to include, finesany punitive, interest special, incidental, exemplary, consequential, indirect or penaltiesexemplary damages, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses diminution in value changes measured as a multiple of earnings, revenue or by any other similar performance metric, (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreementloss of future revenue or income, loss of business reputation or opportunity), judgments, fines, interest or penalties, or excise taxes assessed with respect except for any such damages to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If extent actually awarded by a court of competent jurisdiction finally determines that and paid to a third party in a Third Party Claim (as defined below). (e) Any Losses recoverable hereunder shall be reduced in amount by insurance proceeds, indemnification payments, contribution payments or reimbursements or any indemnification hereunder is unlawful. In this respectTax benefits or reduction actually received by any Indemnified Party in connection with, the Company or as a result of, such Losses, and the Indemnitee have been advised Indemnified Parties shall use reasonable and diligent efforts to realize such benefits, proceeds, payments, reimbursements or reductions. (f) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the Securities and Exchange Commission takes extent reasonably necessary to remedy the position breach that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted gives rise to appropriate courts for adjudication;such Loss. (g) To indemnify Notwithstanding anything to the Indemnitee contrary, the Indemnified Parties shall be deemed not to have suffered any Losses (whether in connection with Indemnitee’s personal tax matter; orcontract, tort or otherwise) to the extent that such Losses (i) are accrued, provided or reserved for, or otherwise reflected or taken into account in, the Financial Statements, or (ii) arise out of changes after the Closing Date in accounting principles or applicable Laws, rules or regulations or interpretations thereof. (h) To indemnify An Indemnified Party shall not be entitled to damages or other payment from the Indemnitee with Company Shareholders in respect to of any claim related to any dispute or breach arising under any contract or similar obligation between claims concerning the Company or any Company Subsidiary under or in relation to this Agreement if (i) any such claim is less than $50,000 or (ii) the aggregate of all such claims permitted under (i) is less than $250,000, after which the Company Shareholders shall be liable for the full amount of its subsidiaries or affiliates and such Indemniteeindemnification Liabilities.

Limitations on Indemnification. No payments pursuant to Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement shall be to make any indemnity in connection with any claim made by against the CompanyIndemnitee: (a) To indemnify or advance funds to the Indemnitee for Expenses in connection with respect to (i) Proceedings any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) the Board authorized the Proceeding prior to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law its initiation or (ii) the Proceeding is to enforce indemnification rights under this Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses incurred hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court); (b) in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate; (bc) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; (cd) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (de) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise and actually paid other than pursuant to this Agreement; (ef) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating conduct that is finally adjudged by a court of competent jurisdiction to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of have been caused by the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulentdishonesty, deliberately dishonest willful default or willful misconductfraud, including, without limitation, breach of the duty of loyalty; or, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper; (fg) If if a court of competent jurisdiction finally determines that any such indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (gh) To indemnify the Indemnitee in connection with the Indemnitee’s personal tax matter; ormatters; (hi) To indemnify subject to the Indemnitee proviso in Section 6(a) hereof, in connection with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee; or (j) in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or Section 954 of the ▇▇▇▇–▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;connection (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To to indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to unless the Proceedings are brought to establish or enforce a right to indemnification under this Agreement Agreement, the Charter or Bylaws or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by law, and provided that the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; (b) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such the insurance; (c) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory law; (d) To to indemnify the Indemnitee for any Expenses, judgments, fines, interest in connection with a proceeding by or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for in the right of the Company in which the Indemnitee is indemnified by adjudged though a proceeding, which may include alternative dispute resolution, to be liable to the Company otherwise than pursuant to this AgreementCompany; (e) To to indemnify the Indemnitee for any Expenses in connection with a proceeding by a third party charging improper personal benefit to the Indemnitee, whether or not involving action in the Indemnitee’s official capacity, in which the Indemnitee is adjudged though a proceeding, which may include alternative dispute resolution, to be liable on the basis that personal benefit was improperly received by the Indemnitee; (including without limitation any Expenses relating f) to indemnify the Indemnitee from or on account of acts or omissions of the Indemnitee finally adjudged though a Proceeding attempting proceeding, which may include alternative dispute resolution, to enforce this Agreement), judgments, fines, interest be intentional misconduct or penaltiesa knowing violation of law, or excise taxes assessed any transaction with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be which it is finally adjudged though a proceeding, which may include alternative dispute resolution, that the Indemnitee personally received a benefit of money, property or services to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of which the duty of loyaltyIndemnitee was not legally entitled; or (fg) If if a court of competent jurisdiction shall finally determines determine that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No Notwithstanding anything contained in this Agreement to the contrary, no payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds to the Indemnitee for (i) Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee or an entity in which the Indemnitee was an officer, director, employee, owner or agent at the time the claim arose and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law law, or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties, which are actually levied against or excise taxes assessed with respect to any employee benefit or welfare plan, sustained by the Indemnitee in any Proceeding for which payment is has been actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceinsurance policy; provided, however, that nothing in this clause (b) shall limit or diminish in any respect the Company's obligations to advance Expenses pursuant to Paragraph 7 above; (c) To indemnify the Indemnitee for any Expenses, judgments, finesfines or penalties, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time, or similar provisions of any foreign or United States federal, state or local statute or regulation; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this AgreementAgreement and as to which payment has been actually made to the Indemnitee under such other indemnification obligations, except in respect of any excess beyond the amount of payment under such other indemnification obligations; provided, however, that nothing in this clause (d) shall limit or diminish in any respect the Company's obligations to advance Expenses pursuant to Paragraph 7 above; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement)Expenses, judgments, fines, interest fines or penalties, for which the Indemnitee is indemnified, or excise taxes assessed with the payment of which is guaranteed, by a Company affiliate or another third party and as to which payment has been actually made to the Indemnitee under such other indemnification or guaranty obligations, except in respect of any excess beyond the amount of payment under such other indemnification or guaranty obligations; provided, however, that nothing in this clause (d) shall limit or diminish in any respect the Company's obligations to advance Expenses pursuant to Paragraph 7 above; (f) To indemnify the Indemnitee for any employee benefit Expenses, judgments, fines or welfare planpenalties, on account of the Indemnitee’s 's conduct if such conduct shall be finally (i) adjudged to have been knowingly fraudulentfraudulent or to constitute willful misconduct or recklessness by a court of competent jurisdiction in a final determination from which there is no appeal or as to which the applicable period for appeal has expired or (ii) not to have been in good faith and in a manner he or she reasonably believed to be in, deliberately dishonest or willful misconductnot opposed to, including, without limitation, breach the best interests of the duty of loyaltyCompany; or (fg) If a court of competent jurisdiction finally determines reaches a final determination from which there is no appeal or as to which the applicable period for appeal has expired that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.

Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company: (a) To indemnify or advance funds Expenses to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the CompanyIowa law, but such indemnification Indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if a majority of the Board of Directors finds it to be appropriate; (b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest penalties or penalties, or ER1SA excise taxes assessed with respect for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (c) To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; however, the Company will not unreasonably withhold its consent to any employee benefit proposed settlement; (d) To indemnify the lndemnitee for any Expenses, judgments, fines, penalties or welfare plan, sustained in any Proceeding ERISA excise taxes for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (ce) To indemnify the Indemnitee for any Expenses, judgments, fines, interest fines or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any foreign or United States federal, state or local statute or regulationstatutory 1aw; (df) To indemnify the Indemnitee for against any Expenses, judgments, fines, interest penalties or penalties, or ERISA excise taxes assessed with respect based upon or attributable to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be having been finally adjudged to have been knowingly fraudulent, deliberately dishonest gained any personal profit or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted advantage to appropriate courts for adjudicationwhich he or she was not legally entitled; (g) To indemnify the Indemnitee in connection with for any Expenses. judgments, fines, penalties or ERISA excise taxes resulting from Indemnitee’s personal tax matterconduct which is finally adjudged to have been willful misconduct, knowingly fraudulent, deliberately dishonest or in violation of indemnitee’s duty of loyalty to the Company; or (h) To indemnify the Indemnitee with respect to If a court of competent jurisdiction shall finally determine that any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteeindemnification hereunder is unlawful.

Limitations on Indemnification. No payments pursuant To the extent that Indemnitee has been successful on the merits in defense of any Proceeding referred to in Section 3 hereof, or in defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee and hold him harmless from and against all Expenses actually and reasonably incurred by him in connection therewith. Notwithstanding the foregoing or any other provision of this Agreement Agreement, the Company shall not be made by the Company: liable hereunder to indemnify Indemnitee (a) To indemnify if Indemnitee is or advance funds was a director of the Company, for any acts, omissions or transactions by him in such capacity from which he may not be relieved of liability as set forth in Section 204(a)(10) of the California Corporation Code, (b) as to any circumstances in which indemnity is expressly prohibited by Section 317 of the Indemnitee for Expenses California Corporations Code, (c) in connection with respect to any Proceeding or threatened Proceeding (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless, subject to Proceedings subparagraph (g) below, brought to establish or enforce a right to of indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or servingsaid Section 317, prior to a Change in Controlprovided however, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such that indemnification or advancement of Expenses in each such case may be provided by the Company in specific cases if the Board of Directors of the Company, in its sole discretion, finds it to be appropriate, or (ii) against indemnitee: (a) Which is settled by Indemnitee unless Indemnitee gives written notice of the threatened Proceeding in accordance with Section 5(a) hereof and the Company consents to such settlement; (b) To indemnify For which Indemnitee is otherwise indemnified by the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insuranceCompany; (c) To indemnify For which Indemnitee has been paid or is entitled to be paid by an insurance company under any insurance policy maintained by the Indemnitee for Company; (d) If a court of competent jurisdiction determines that indemnification relating to such claim would be unlawful; (e) If, pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provision of any Expensesstate or federal securities law, judgments, fines, interest or penalties sustained in any Proceeding a claim is made for an accounting of profits made arising from the purchase or and sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulationCompany; (d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; (e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or (f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, Indemnitee’s conduct was knowingly fraudulent or deliberately dishonest and was material to the Company and claim adjudicated by the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;court; or (g) To indemnify If a court of competent jurisdiction determines that the material assertions made by Indemnitee in connection with Indemnitee’s personal tax matter; or (h) To indemnify a Proceeding instituted by him to enforce or interpret the Indemnitee with respect to any claim related to any dispute provisions hereof was not made in good faith or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemniteewas frivolous.