Common use of Procedure Clause in Contracts

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in --------- Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of Every time the written request of Indemnitee. If Corporate Taxpayer delivers to a claim Member an applicable Schedule under this Agreement, under including any statuteAmended Schedule delivered pursuant to Section 2.03(b) and any Early Termination Schedule or amended Early Termination Schedule, the Corporate Taxpayer shall also (x) deliver to such Member schedules, valuation reports (if any), and work papers, as determined by the Corporate Taxpayer or under any provision requested by such Member, providing reasonable detail regarding the preparation of the Company’s Certificate of Incorporation or Bylaws providing for indemnificationSchedule and (y) allow such Member reasonable access at no cost to the appropriate representatives at the Corporate Taxpayer, is not paid in full as determined by the Company Corporate Taxpayer or requested by such Member, in connection with a review of such Schedule. Without limiting the application of the preceding sentence, each time the Corporate Taxpayer delivers to a Member a Tax Benefit Schedule, in addition to the Tax Benefit Schedule duly completed, the Corporate Taxpayer shall deliver to such Member the Corporate Taxpayer Return, the reasonably detailed calculation by the Corporate Taxpayer of the Hypothetical Tax Liability, the reasonably detailed calculation by the Corporate Taxpayer of the actual Tax liability, as well as any other work papers as determined by the Corporate Taxpayer or requested by such Member. An applicable Schedule or amendment thereto shall become final and binding on all parties 30 calendar days from the first date on which the Member has received the applicable Schedule or amendment thereto unless such Member (i) within twenty (20) 30 calendar days after receiving an applicable Schedule or amendment thereto, provides the Corporate Taxpayer with notice of a material objection to such Schedule (“Objection Notice”) made in good faith or (ii) provides a written request for payment thereof has first been waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such actionCorporate Taxpayer. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is If the parties’ intention that if , for any reason, are unable to successfully resolve the Company contests Indemnitee’s right to indemnificationissues raised in the Objection Notice within 30 calendar days after receipt by the Corporate Taxpayer of an Objection Notice, the question of Indemnitee’s right to indemnification shall be for the court to decide, Corporate Taxpayer and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by Member shall employ the Company reconciliation procedures as described in Section 7.09 (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct“Reconciliation Procedures”).

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of Every time the written request of Indemnitee. If a claim Corporate Taxpayer delivers to the ITR Entity an applicable Schedule under this Agreement, under including any statuteAmended Schedule delivered pursuant to Section 2.3(b), but excluding any Early Termination Schedule or under any provision amended Early Termination Schedule, the Corporate Taxpayer shall also (x) deliver to the ITR Entity schedules and work papers, as determined by the Corporate Taxpayer or requested by the ITR Entity, providing reasonable detail regarding the preparation of the Company’s Certificate of Incorporation or Bylaws providing for indemnificationSchedule and (y) allow the ITR Entity reasonable access at no cost to the appropriate representatives at the Corporate Taxpayer, is not paid in full as determined by the Company Corporate Taxpayer or requested by the ITR Entity, in connection with a review of such Schedule. Without limiting the application of the preceding sentence, each time the Corporate Taxpayer delivers to the ITR Entity a Tax Benefit Schedule, in addition to the Tax Benefit Schedule duly completed, the Corporate Taxpayer shall deliver to the ITR Entity the Corporate Taxpayer Return, the reasonably detailed calculation by the Corporate Taxpayer of the Hypothetical Tax Liability, the reasonably detailed calculation by the Corporate Taxpayer of the actual Tax liability, as well as any other work papers as determined by the Corporate Taxpayer or requested by the ITR Entity. An applicable Schedule or amendment thereto shall become final and binding on all parties 30 calendar days from the first date on which the ITR Entity has received the applicable Schedule or amendment thereto unless the ITR Entity (i) within twenty (20) 30 calendar days after receiving an applicable Schedule or amendment thereto, provides the Corporate Taxpayer with notice of a material objection to such Schedule (“Objection Notice”) made in good faith or (ii) provides a written request for payment thereof has first been waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by the CompanyCorporate Taxpayer. If the parties, Indemnitee mayfor any reason, but need notare unable to successfully resolve the issues raised in the Objection Notice within 30 calendar days after receipt by the Corporate Taxpayer of an Objection Notice, at any time thereafter bring an action against the Company to recover Corporate Taxpayer and the unpaid amount of ITR Entity shall employ the claim and, subject to reconciliation procedures as described in Section 11 7.9 of this Agreement, Indemnitee shall also be entitled to be paid for Agreement (the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct“Reconciliation Procedures”).

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days Promptly after receipt by an Indemnified Party of notice by a third party of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the Company for any Losses, such Indemnified Party will notify the Company in writing following the Indemnified Party’s receipt of such complaint or of notice of the written request commencement of Indemnitee. If a claim such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Company in writing will not relieve the Company from liability under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by Agreement with respect to such claim unless such failure to notify the Company in writing results in the forfeiture of material rights or defenses otherwise available to the Company with respect to such claim. The Company will have the right, upon written notice delivered to the Indemnified Party within twenty (20) days after a thereafter, which notice shall include the Company’s written request statement that it is assuming full responsibility for any Losses resulting from such audit, investigation, action or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment thereof has first been received of the fees and disbursements of such counsel. In the event, however, that the Company declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such twenty (20) day period, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Company will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Company will not be required to pay the fees and disbursements of more than one counsel plus appropriate local counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Company, whichever is not assuming the defense of such action, will have the right to participate in such matter and to retain its own counsel at such party’s own expense. The Company or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the Company or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any matter the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Company, unless (i) the Company fails to assume and maintain the defense of such claim pursuant to this Section 7(c) or (ii) such settlement, compromise or consent (A) includes an unconditional release of the Company from all liability arising out of such claim, (B) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Company, and (C) does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Company or any of the Company’s Affiliates. The Company may not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent (A) includes an unconditional release of the Indemnified Party from all liability arising out of such claim, (B) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, (C) does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates and (D) does not require payment of any amount that is not being paid by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 10 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification Subject to the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the "Exercise Agreement"), to the Company during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and advances provided upon (i) payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a Cashless Exercise (as defined in Section 1 and this Section 3 1(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be made no later than twenty (20) days after receipt deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the written request close of Indemniteebusiness on the date on which the completed Exercise Agreement shall have been delivered and payment shall have been made for such shares as set forth above. Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof (with an appropriate restrictive legend until properly sold under the Registration Statement, and without restrictive legend thereon when such exercise occurs while such Warrant Shares so purchased may be resold by the holder pursuant to Rule 144(k) or any similar successor rule) within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder, and shall be subject to all other applicable securities laws. If this Warrant shall have been exercised only in part, then, at the option of the holder (i) the holder may surrender this Warrant to the Company and, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such Warrant, deliver to the holder a claim new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised, or (ii) the holder may retain this certificate and the Warrant Shares purchasable under this Agreement, under any statute, or under any provision Warrant shall be reduced by such number of Warrant Shares so exercised by the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full holder and properly delivered by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducthereunder.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of Every time the written request of Indemnitee. If Corporate Taxpayer delivers to a claim Member an applicable Schedule under this Agreement, under including any statuteAmended Schedule delivered pursuant to Section 2.03(b) and any Early Termination Schedule or amended Early Termination Schedule, the Corporate Taxpayer shall also (x) deliver to such Member schedules and work papers, as determined by the Corporate Taxpayer or under any provision requested by such Member, providing reasonable detail regarding the preparation of the Company’s Certificate of Incorporation or Bylaws providing for indemnificationSchedule and (y) allow such Member reasonable access to the appropriate representatives at the Corporate Taxpayer, is not paid in full as determined by the Company within twenty (20) days after a written request for payment thereof has first been received by the CompanyCorporate Taxpayer, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with a review of such Schedule. Without limiting the application of the preceding sentence, each time the Corporate Taxpayer delivers to a Member a Tax Benefit Schedule, in addition to the Tax Benefit Schedule duly completed, the Corporate Taxpayer shall deliver to such Member the Corporate Taxpayer Return, the reasonably detailed calculation by the Corporate Taxpayer of the Hypothetical Tax Liability, the reasonably detailed calculation by the Corporate Taxpayer of the Actual Tax Liability, as well as any actionother work papers as determined by the Corporate Taxpayer or requested by such Member, suit or proceeding in advance of its final disposition) provided that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Corporate Taxpayer shall be entitled to receive interim payments redact any information that it reasonably believes is unnecessary for purposes of expenses pursuant determining the items in the applicable Schedule or amendment thereto. An applicable Schedule or amendment thereto shall become final and binding on the applicable Member and the Corporate Taxpayer thirty (30) calendar days from the first date on which the Member has received the applicable Schedule or amendment thereto unless such Member (i) within thirty (30) calendar days after receiving an applicable Schedule or amendment thereto, provides the Corporate Taxpayer with notice of a material objection to Section 3(asuch Schedule (“Objection Notice”) unless and until made in good faith or (ii) provides a written waiver of such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsany Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by the Corporate Taxpayer. It is If the parties’ intention that if applicable Member and the Company contests Indemnitee’s right Corporate Taxpayer for any reason, are unable to indemnificationsuccessfully resolve the issues raised in the Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of an Objection Notice, the question of Indemnitee’s right to indemnification shall be for the court to decide, Corporate Taxpayer and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by Member shall employ the Company reconciliation procedures as described in Section 7.09 (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct“Reconciliation Procedures”).

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days days) after receipt of the written request of Indemnitee. If the Company fails to respond within sixty (60) days of a written request for indemnification, the Company shall be deemed to have approved the request. If a claim under this Agreement, under any statute, statute or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, indemnification is not paid in full by the Company within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days days) after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter thereafter, bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, indemnification the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the its Board of Directors, independent legal counsel, counsel or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the its Board of Directors, independent legal counsel, counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification Immediately following the Stage I Closing, all stock certificates representing shares of Existing Preferred Stock shall be deemed cancelled and advances provided for in Section 1 shall thereafter be deemed to evidence only (i) the number of shares of Common Stock into which such shares of Existing Preferred Stock were converted as a result of the Forced Conversion or (ii) the number of shares of Series A-2 Stock, Series A-3 or Series A-4 Stock into which such shares of Existing Preferred Stock were reclassified and converted pursuant to the foregoing provisions of this Section 3 shall be made no later than twenty (20) days A.9 of Article III. Each holder of a certificate or certificates that, immediately before the Stage I Closing, represented shares of Existing Preferred Stock shall, as soon as practicable after receipt the Stage I Closing, surrender such certificate or certificates, duly endorsed for transfer or with duly executed stock transfer powers sufficient to permit transfers attached, at the office of the written request Corporation or any transfer agent for such shares of IndemniteeExisting Preferred Stock (or such holder shall notify the Corporation or any transfer agent that such certificate or certificates have been lost, stolen or destroyed and shall execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith). If a claim under this AgreementThe Corporation shall, under any statuteas soon as practicable thereafter, issue and deliver at such office to such holder, or under any provision of the Companyto such holder’s Certificate of Incorporation nominee or Bylaws providing for indemnificationnominees, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid certificate or certificates for the expenses (including attorneys’ fees) number of bringing shares of Common Stock into which such action. It shall be a defense holder’s shares of Existing Preferred Stock were converted pursuant to any the Forced Conversion or shares of Series A-2 Stock, Series A-3 or Series A-4 Stock, as applicable, to which such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee holder shall be entitled as aforesaid. From and after the Stage I Closing, each stock certificate that, prior to receive interim payments the Stage I Closing, represented shares of expenses Existing Preferred Stock that were converted into Common Stock pursuant to Section 3(a) unless the Forced Conversion or reclassified and converted into shares of Series A-2 Stock, Series A-3 or Series A-4 Stock as provided above shall, until its surrender, be deemed to represent the number of shares of Common Stock, Series A-2 Stock, Series A-3 or Series A-4 Stock, as applicable, into which such defense may be finally adjudicated by court order shares of Existing Preferred Stock were converted or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductreclassified.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit suit, or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which that make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in --------- Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate 's Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 Agreement shall be made no later than twenty forty-five (2045) days after receipt the resolution (by judgment, settlement, dismissal, or otherwise) of the written request of Indemniteeclaim to which indemnification is sought. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate 's Articles of Incorporation or Bylaws bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companysuch period, Indemnitee Employee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 ss. 17 of this Agreement, Indemnitee Employee shall also be entitled to be paid for the expenses (including reasonable attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee Employee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee Employee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee Employee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) this Agreement unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s contest Employee's right to indemnification, the question of Indemnitee’s Employee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersMembers) to have made a determination that indemnification of Indemnitee Employee is proper in the circumstances because Indemnitee Employee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersMembers) that Indemnitee Employee has not met such applicable standard of conduct, shall create a presumption that Indemnitee Employee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days Promptly after receipt by an Indemnified Party of notice by a third party of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the Company for any Losses, such Indemnified Party will notify the Company in writing following the Indemnified Party’s receipt of such complaint or of notice of the written request commencement of Indemnitee. If a claim such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Company in writing will not relieve the Company from liability under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by Agreement with respect to such claim unless such failure to notify the Company in writing results in the forfeiture of material rights or defenses otherwise available to the Company with respect to such claim. The Company will have the right, upon written notice delivered to the Indemnified Party within twenty (20) days after a thereafter, which notice shall include the Company’s written request statement that it is assuming full responsibility for any Losses resulting from such audit, investigation, action or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment thereof has first been received of the fees and disbursements of such counsel. In the event, however, that the Company declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such twenty (20) day period, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Company will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Company will not be required to pay the fees and disbursements of more than one counsel plus appropriate local counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Company, whichever is not assuming the defense of such action, will have the right to participate in such matter and to retain its own counsel at such party’s own expense. The Company or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the Company or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any matter the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Company, unless (i) the Company fails to assume and maintain the defense of such claim pursuant to this Section 7(c) or (ii) such settlement, compromise or consent (A) includes an unconditional release of the Company from all liability arising out of such claim, (B) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Company, and (C) does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Company or any of the Company’s Affiliates. The Company may not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent (A) includes an unconditional release of the Indemnified Party from all liability arising out of such claim, (B) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, (C) does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates, and (D) does not require payment of any amount that is not being paid by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any The Company agrees to provide any indemnification and advances provided for in Section 1 and required under this Section 3 shall be made Agreement no later than twenty (20) 30 days after receipt of the written request of Indemnitee. If a claim for indemnification or advance under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty (20) 30 days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Action in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under the applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) 4.1 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholders) to have made a determination that indemnification of Indemnitee is or is not proper in the circumstances because Indemnitee has or has not met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholders) that Indemnitee has or has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ , intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be ▇▇▇▇▇▇▇▇▇ ▇, ▇, ▇, ▇, ▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇ made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Corporation's Code of Regulations or Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company Corporation within twenty (20) days after a written request for payment thereof has been first been received by the CompanyCorporation, Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 the other provisions of this Agreement, Indemnitee also shall also be entitled to be paid for the expenses (including attorneys’ fees) Expenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Corporation and Indemnitee shall be entitled to receive interim advance payments of expenses pursuant to Section 3(a) Paragraph 8 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company Corporation contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, . There shall exist in such action a rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct and neither is therefore entitled to indemnification pursuant to this Agreement. Neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct as may be required by applicable law, nor an any actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall (a) constitute a defense to such action, (b) create a presumption that Indemnitee has or has not met the applicable standard of conduct, or (c) otherwise alter the presumption in favor of Indemnitee referred to in the preceding sentence.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after the Company’s receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Amended and Restated Memorandum and Articles of Incorporation or Bylaws Association, as may be amended from time to time (the “Restated Memorandum and Articles”) providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, Directors or any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, Directors or any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in under this Agreement, other than pursuant to Section 1 and this Section 3 4, shall be made no later than twenty (20) 45 days after receipt by the Company of the written request of Indemnitee. If , accompanied by substantiating documentation, unless a claim under this Agreement, under any statutedetermination is made within said 45-day period by (1) the Board of Directors by a majority vote of a quorum consisting of directors who are or were not parties to such Proceeding, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, (2) independent legal counsel in a written opinion (which counsel shall be appointed if such quorum is not paid in full by obtainable), that Indemnitee has not met the relevant standards for indemnification set forth herein. In the event the Company does not indemnify Indemnitee within twenty such 45-day period, whether or not the Company (20including its Board of Directors or independent legal counsel) days after has made a written request for payment thereof determination that Indemnitee has first been received by not met the Companyapplicable standard of conduct, Indemnitee may, but need not, may at any time anytime thereafter bring an action suit against the Company to recover the unpaid amount in any court of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such actioncompetent jurisdiction. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the The burden of proving such defense by clear an convincing evidence that indemnification is not appropriate shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsCompany. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board of Directors, any committee Directors or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable lawconduct, nor an actual determination by the Company (including its Board of Directors, any committee Directors or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct. Indemnitee's expenses reasonably incurred in connection with successfully establishing his right to indemnification hereunder, in whole or part, shall also be indemnified by the Company.

Procedure. Any indemnification and advances provided for in Section 1 2 and this Section 3 shall be made no later than twenty (20) 30 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 30 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee. Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any Promptly after receipt by an Indemnified Party of notice by a third party of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the Company for any Losses, such Indemnified Party will notify the Company in writing following the Indemnified Party’s receipt of such complaint or of notice of the commencement of such audit, investigation, action or proceeding; provided, however, that the failure to so notify the Company in writing will not relieve the Company from liability under this Agreement with respect to such claim unless such failure to notify the Company in writing results in the forfeiture of material rights or defenses otherwise available to the Company with respect to such claim. The Company will have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter, which notice shall include the Company’s written statement that it is assuming full responsibility for any Losses resulting from such audit, investigation, action or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Company declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Company will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Company will not be required to pay the fees and disbursements of more than one counsel plus appropriate local counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Company, whichever is not assuming the defense of such action, will have the right to participate in such matter and advances provided for to retain its own counsel at such party’s own expense. The Company or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the Company or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any matter the defense of which they are maintaining and to cooperate in Section 1 good faith with each other with respect to the defense of any such matter. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Company, unless (i) the Company fails to assume and maintain the defense of such claim pursuant to this Section 3 shall be made no later than twenty 7(c) or (20ii) days after receipt such settlement, compromise or consent (A) includes an unconditional release of the written request Company from all liability arising out of Indemnitee. If a claim under this Agreementsuch claim, under (B) does not contain any statuteadmission or statement suggesting any wrongdoing or liability on behalf of the Company, and (C) does not contain any equitable order, judgment or under term which in any provision manner affects, restrains or interferes with the business of the Company or any of the Company’s Certificate Affiliates. The Company may not, without the prior written consent of Incorporation the Indemnified Party (which consent shall not be unreasonably withheld or Bylaws providing for indemnificationdelayed), settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent (A) includes an unconditional release of the Indemnified Party from all liability arising out of such claim, (B) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, (C) does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates and (D) does not require payment of any amount that is not being paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, to the extent Indemnitee prevails in such action Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws or the Operating Agreement providing for indemnification, is not paid in full by the Company Corporation (or, in the case of the Operating Agreement, by Health Plan Intermediaries Holdings, LLC) within twenty thirty (2030) days after a written request for payment thereof has first been received by the CompanyCorporation (or, if pursuant to the Operating Agreement, by Health Plan Intermediaries Holdings, LLC), Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 8 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including reasonable attorneys’ feesfees and disbursements) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but in such case, it shall be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and the burden of proving such defense shall be on the Company and Corporation. Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court a final, unappealable order or judgment by a court having jurisdiction over the parties and the subject matter of the dispute from which no further right of appeal exists. Indemnitee shall be presumed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Corporation, including financial statements, or on information supplied to an Indemnitee by the officers of the Corporation in the course of their duties, or on the advice of legal counsel for the Corporation or on information or records given or reports made to the Corporation by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation, unless affiliated with Indemnitee, shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Furthermore, the Corporation shall conclusively be presumed to have entered into this Agreement and assumed the obligations imposed on it to induce Indemnitee to accept the position of, or to continue as an officer and/or director, as the case may be, of the Corporation. It is the parties’ intention that if the Company Corporation contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company submit his claim to arbitration as described in Section 14 to recover the unpaid amount of the claim and, subject to Section 11 15 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim brought for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsexists or an arbitration panel as described in Section 14. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court or arbitration panel to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification (a) In the year in which this agreement is to expire or when there are re-openers, the Parties agree to negotiate a successor agreement or to negotiate modifications pursuant to those re-openers in accordance with the procedures set forth by the PERA. (b) Both the Board and advances provided for the Association agree to negotiate in Section 1 and this Section 3 shall be made no later than twenty (20) days after good faith. Upon receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received during negotiations identifying each specific document desired by the CompanyAssociation, Indemnitee maythe Board shall make available such documents as defined by Chapter 119, but need notFlorida Statutes. (c) Consultants may be called upon by either Party at their own expense and utilized in the negotiations of any matter considered by the Parties. Neither Party will attempt to exert any control over the other’s selection of its representatives. (d) No adverse action of any kind shall be taken by the Superintendent, at the Board, its agents or by any time thereafter bring an action against the Company to recover the unpaid amount member of the claim andAdministration, subject to Section 11 against any member of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnificationbargaining unit, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counselAssociation, or its stockholders) to have made a determination that indemnification agents; nor shall any adverse action of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required any kind be taken by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup member of the Board of Directorsbargaining unit, independent legal counselthe Association, or its stockholdersagents against the Superintendent, the Board, its agents, or any member of the Administration by reason of participation in negotiations. The filing and pursuing of an Unfair Labor Practice (ULP) that Indemnitee has charge or taking legal action shall not met such applicable standard be construed as taking adverse action. (e) The Board and the Association agree to negotiate through their respective designated negotiation representatives those items which are proper subjects of conductbargaining as provided by law. (f) At the first meeting, to be determined by mutual agreement, both Parties agree to exchange complete written proposals of all items to be negotiated unless otherwise mutually agreed. All items in the current Agreement shall automatically be considered as items on the table. Items in the Agreement on which the Parties continue to agree, shall create be initialed as tentative agreement. Thereafter, Parties agree to meet at reasonable times and places. Meeting times shall be agreed upon by the negotiating teams as may be necessary. Meetings, by mutual agreement, shall be scheduled during the normal work day whenever possible; and release time without loss of pay shall be arranged when meetings are held during the regular work day. The Parties may also mutually establish ground rules for these negotiations. (g) Both negotiating teams involved in negotiations shall be empowered to reach a presumption that Indemnitee has tentative agreement without having to refer each proposal back to the Association or has the Board. This provision does not met prohibit either negotiating team from seeking direction from the applicable standard Party it represents. (h) Either Party may declare impasse as provided under the PERA. Impasse shall be resolved as provided by the PERA. (i) When a tentative agreement is reached between representatives of conductthe Parties, it shall then be made in writing, signed by the respective chief negotiators and presented as a total package to the Association for ratification and then to the Board for adoption. When ratified by the Association and adopted by the Board, the agreement shall be executed by the Director of Labor Relations, the Chairman of the School Board and the Superintendent of Schools on behalf of the Board, and by the President of the Association and its Chief Negotiator on behalf of the Association, and said document shall become the comprehensive Agreement between the Board and the Association.

Procedure. Any indemnification and advances provided for in Section Sections 1 and this Section 3 or 2 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or the Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 20 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses Expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards standard of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsCompany. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board of Directorsthe Company’s Board, any committee or subgroup of the Board of DirectorsCompany’s Board, independent legal counsel, or its the Company’s stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directorsthe Company’s Board, any committee or subgroup of the Board of DirectorsCompany’s Board, independent legal counsel, or its the Company’s stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and in this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company submit Indemnitee’s claim to arbitration as described in Section 14 to recover the unpaid amount of the claim and, subject to Section 11 15 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim brought for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsexists or an arbitration panel as described in Section 14. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court or arbitration panel to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 If any Action shall be made no later than twenty brought against a Registration Indemnitee or any other Person entitled to indemnification pursuant to this Article VI (20collectively with the Registration Indemnitees, the “Indemnitees”) days after receipt in respect of the written request of Indemnitee. If a claim under this Agreementwhich indemnity may be sought against OWW, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, such Indemnitee shall also be entitled promptly notify OWW, and OWW shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. Such Indemnitee shall have the right to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to employ separate counsel in any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding and to participate in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimeddefense thereof, but the burden fees and expenses of proving such defense counsel shall be on at the Company expense of such Person unless (i) OWW has agreed in writing to pay such fees and expenses, (ii) OWW has failed to assume the defense and employ counsel, or (iii) the named parties to an Action (including any impleaded parties) include both an Indemnitee and OWW and such Indemnitee shall have been advised by its counsel that representation of such indemnified Party and OWW by the same counsel would be entitled inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to receive interim payments actual or potential differing interests between them (in which case OWW shall not have the right to assume the defense of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right Action on behalf of appeal existssuch Indemnitee). It is understood, however, that OWW shall, in connection with any one such Action or separate but substantially similar or related Actions in the parties’ intention same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified Persons not having actual or potential differing interests among themselves, and that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification all such fees and expenses shall be reimbursed as they are incurred. OWW shall not be liable for any settlement of any such Action effected without its written consent, but if settled with such written consent, or if there be a final judgment for the court plaintiff in any such Action, OWW agrees to decideindemnify and hold harmless each Indemnitee, and neither to the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper extent provided in the circumstances because Indemnitee has met the applicable standard preceding paragraph, from and against any Losses by reason of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee such settlement or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductjudgment.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of IndemniteeI▇▇▇▇▇▇▇▇▇. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in Section 1 and all respects with the provisions of this Section 3 3. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall be made no later than twenty (20) days after receipt give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the written request of Indemnitee. If a claim under this Agreementproposed sale, under any statutepledge, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnificationtransfer in sufficient detail and, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received if reasonably requested by the Company, Indemnitee mayshall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, but need notand whose legal opinion shall, at be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any time thereafter bring an action against other evidence reasonably satisfactory to counsel to the Company to recover the unpaid amount effect that the proposed sale, pledge, or transfer of the claim andRestricted Securities may be effected without registration under the Securities Act, subject to Section 11 whereupon the Holder of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Restricted Securities shall be entitled to receive interim payments sell, pledge, or transfer such Restricted Securities in accordance with the terms of expenses the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 3.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnificationSEC Rule 144, the question appropriate restrictive legend set forth in Section 3.12.2, except that such certificate shall not bear such restrictive legend if, in the opinion of Indemnitee’s right counsel for such Holder and the Company, such legend is not required in order to indemnification shall be for the court to decide, and neither the failure establish compliance with any provisions of the Company (including its Board of DirectorsSecurities Act. Until the IPO, no Holder shall transfer any committee Restricted Securities to any person or subgroup entity that is determined to be a competitor of the Board of DirectorsCompany, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup good faith judgment of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductBoard.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20a) The Company may elect to purchase all or any portion of the Shares subject to the Repurchase Option by delivering written notice (the “Repurchase Notice”) within ninety (90) days after receipt the Separation to Executive and any of his Permitted Transferees holding Shares. The Repurchase Notice will set forth the written request number of Indemnitee. If a claim under this AgreementShares to be acquired from each holder, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled aggregate consideration to be paid for such Shares and the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law time and place for the Company closing of the transaction. The number of Shares to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on repurchased by the Company and Indemnitee shall first be satisfied to the extent possible from the Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Shares then held by Executive is less than the total number of Shares which the Company has elected to purchase, the Company shall purchase the remaining Shares elected to be purchased from Permitted Transferees of Executive holding Shares, pro rata according to the number of Shares held by such other holder(s) at the time of delivery of such Repurchase Notice. (b) If for any reason the Company does not elect to purchase all of the Shares pursuant to the Repurchase Option, the other Stockholders (the “Other Repurchasers”) shall be entitled to receive interim payments exercise the Repurchase Option for all or any portion of expenses the Shares the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event within ninety (90) days after the Separation, the Company shall give written notice (the “Option Notice”) to the Other Repurchasers setting forth the number of Available Securities and the purchase price for the Available Securities. The Other Repurchasers may elect to purchase any or all of the Available Securities by giving written notice to the Company within 20 days after the Option Notice has been given by the Company. If the Other Repurchasers elect to purchase an aggregate number greater than the number of Available Securities, the Available Securities shall be allocated among the Other Repurchasers based upon the number of Common Shares owned by each Other Repurchaser (assuming the full conversion of the Preferred Stock). As soon as practicable, and in any event within ten days, after the expiration of the 20 day period set forth above, the Company shall notify each holder of Shares as to the number of units being purchased from such holder by the Other Repurchasers (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Shares, the Company shall also deliver written notice to each Other Repurchaser setting forth the number of Shares such Other Repurchaser is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (c) The closing of the purchase of the Shares pursuant to Section 3(a) unless and until the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of the later of either such defense may notice to be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention delivered; provided, however, that if the Company contests Indemnitee’s right to indemnificationFair Market Value of a Common Share has not been determined within 30 days after the delivery of the later of either such notice, the question closing of Indemnitee’s right the Shares shall take place within five days after the determination of the Fair Market Value of a Common Share. At the closing, the sellers of the Shares shall deliver certificates representing the Shares (together with stock powers duly endorsed in blank) or, if applicable, affidavits of lost stock certificates (together with indemnification and security therefor reasonably satisfactory to indemnification shall the Company and the Other Repurchasers). The Company and the Other Repurchasers will be entitled to receive customary representations and warranties from the sellers with respect to good and valid title to the Shares, absence of liens, absence of conflicts and the ability to enter into the transaction regarding such sale. (d) The Company will pay for the court Shares to decidebe purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by the Executive to the Company or any of its subsidiaries or affiliates. If the Separation occurs at any time prior to March 31, 2012, the Company and the Other Repurchasers will issue non-interest bearing promissory notes to the sellers of the Shares in an aggregate amount equal to the balance of the purchase price (the “Notes”). Any Notes issued by the Other Repurchasers will mature on March 31, 2012, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination Notes issued by the Company will mature on the later of March 31, 2012 or, in the event the Company enters into a credit agreement with a financial institution as of or after the Effective Time (including its Board of Directorseach, any committee or subgroup a “Credit Agreement”), at such time as such payment in cash is permitted under the terms of the Board Credit Agreement. Each Note issued by the Company shall be junior, subordinate and subject in right of Directorspayment to the prior payment in full of amounts owing or payable under any Credit Agreement. If the Separation occurs on or after March 31, independent legal counsel2012, subject to subsection (e) below, the Company and the Other Repurchasers shall pay the balance of the purchase price at the closing in immediately available funds. (e) Notwithstanding the foregoing, in the event the provisions of any Credit Agreement prohibit (either because such payment is expressly prohibited by the terms of such Credit Agreement or its stockholdersbecause such payment would result in a default under such Credit Agreement), the Company from paying the sellers of the Shares the full purchase price for the Shares to be purchased by the Company in cash at any closing (or prohibit the Company from paying the principal amount of any Notes on the maturity date thereof), the Company shall pay in cash at such closing such portion of the purchase price as is permitted under the terms of the Credit Agreement (or shall pay such amount under the Note as is permitted under the terms of the Credit Agreement) that Indemnitee has not met and shall issue the sellers of the Shares a non-interest bearing promissory note for the balance of the purchase price (or the unpaid principal amount of the Note). Each such applicable standard note shall be junior, subordinate and subject in right of conduct, shall create a presumption that Indemnitee has payment to the prior payment in full of amounts owing or has not met payable under any Credit Agreement and will become due and payable in full in cash at such time as such payment in cash is permitted under the applicable standard terms of conductthe Credit Agreement.

Procedure. Any indemnification and advances provided for in Section 1 hereof and this Section 3 2 shall be made no later than twenty (20) promptly, and in any event within 60 days after receipt by the Company of the written request of the Indemnitee, unless with respect to such requests the Company determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct. Such determination shall be made in each instance by: (a) a majority vote of the directors of the Company who are not at that time parties to the action, suit or proceeding in question ("disinterested directors"), even though less than a quorum; (b) a committee of such disinterested directors designated by majority vote of such disinterested directors, even though less than a quorum; (c) if there are no such disinterested directors, or if such disinterested directors so direct, by independent legal counsel (who may be regular legal counsel to the Company) in a written opinion; or (d) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companytime allowed, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement10 hereof, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors (the "Board of Directors"), any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its the Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be --------- made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company submit his claim to arbitration as described in Section 14 to recover the unpaid amount of the claim and, subject to Section 11 15 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim brought for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsexists or an arbitration panel as described in Section 14. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court or arbitration panel to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws Bylaws, providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof that complies with the requirements of this Agreement has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make that made it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersequity holders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersequity holders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made paid no later than twenty five (205) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty five (205) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) Expenses of bringing such actionaction irrespective of the ultimate determination as to Indemnitee’s entitlement to indemnification. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any (i) Subject to the provisions of section 4 as to the advancement of Expenses, any indemnification and advances provided for in Section 1 and this Section section 3 shall be made paid no later than twenty (20) 30 days after receipt of the written request of Indemnitee. therefor from the Indemnified Party. (ii) If a claim under this Agreement, under any statuteApplicable Law, or under any provision of the Company’s Certificate constating documents of Incorporation or Bylaws the Indemnifying Parties providing for indemnification, indemnification is not paid in full by the Company Indemnifying Parties within twenty (20) 30 days after a written request for payment thereof therefor has first been received by the CompanyIndemnifying Parties, Indemnitee the Indemnified Party may, but need not, at any time thereafter bring an action against the Company Indemnifying Parties to recover the unpaid amount of the claim and, subject to Section 11 sections 4 and 14 of this Agreement, Indemnitee the Indemnified Party shall also be entitled to be paid for the expenses (including attorneys’ fees) Expenses of bringing such action. . (iii) It shall be a defense to any such action referred to in paragraph 3(c)(ii) (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding in advance of its final dispositiona Final Determination) that Indemnitee the Indemnified Party has not met the standards of conduct which make it permissible under applicable law paragraph 3(a)(i) and Applicable Law for the Company Indemnifying Parties to indemnify Indemnitee the Indemnified Party for the amount claimed, but the burden of proving such defense defence shall be on the Company Indemnifying Parties and Indemnitee the Indemnified Party shall be entitled to receive interim payments advances of expenses Expenses pursuant to Section 3(a) section 4 hereof unless and until a Final Determination has been made in favour of the Indemnifying Parties in relation to such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. defence. (iv) It is the parties’ intention that if the Company contests IndemniteeIndemnifying Parties contest the Indemnified Party’s right to indemnification, the question of Indemniteethe Indemnified Party’s right to indemnification shall be for the determined by a court to decideof competent jurisdiction, and neither the failure of the Company (including its Board of DirectorsIndemnifying Parties, the Board, any committee or subgroup of the Board of DirectorsBoard, independent legal counsel, Independent Counsel or its stockholders) an Indemnifying Party’s securityholders to have made make a determination that indemnification of Indemnitee the Indemnified Party is proper in the circumstances because Indemnitee the Indemnified Party has met the applicable standard of conduct required by applicable lawparagraph 3(a)(i) and Applicable Law, nor an actual determination by the Company (including its Board of DirectorsIndemnifying Parties, the Board, any committee or subgroup of the Board Board, Independent Counsel or an Indemnifying Party’s securityholders that the Indemnified Party has not met such applicable standard of Directors, independent legal counsel, or its stockholders) conduct shall create a presumption that Indemnitee the Indemnified Party has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of IndemniteeI▇▇▇▇▇▇▇▇▇. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Section 1 hereof is not paid in full by the Company within twenty ninety (2090) days after a written request claim has been received by the Company, or a claim under Section 2(a) hereof for payment thereof an advancement of expenses is not paid in full by the Company within thirty (30) days after a written claim has first been received by the Company, Indemnitee may, but need not, may at any time thereafter bring an action suit against the Company to recover the unpaid amount of the claim andclaim. If successful in whole or in part in any such suit, subject or in a suit brought by the Company to recover an advancement of expenses pursuant to Section 11 of this Agreement2(a), Indemnitee shall also be entitled to be paid for the expenses (expense of prosecuting or defending such suit, including any reasonable attorneys’ fees) . In any suit by the Company to recover an advancement of bringing such action. It expenses pursuant to Section 2(a), the Company shall be entitled to recover such expenses, upon a defense final judicial decision from which there is no further right to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) appeal that Indemnitee has not met the standards of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount amounts claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard standards of conduct required by which makes it permissible under applicable lawlaw for the Company to indemnify Indemnitee for the amounts claimed, nor an actual determination by the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductconduct or, in the case of such a suit brought by Indemnitee, be a defense to such suit. In any suit brought by Indemnitee to enforce a right to indemnification or to an advancement of expenses pursuant to Section 2(a) hereunder, or by the Company to recover an advancement of expenses pursuant to Section 2(a), the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Agreement or otherwise shall be on the Company.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, APL Sub at any time thereafter bring an action against desires to consummate a bona fide transaction that will result in the Transfer of all or a portion of its Interest in the Joint Venture Company (whether or not the proposed Transfer is to recover the unpaid amount another Member of the claim andJoint Venture Company), then APL Sub shall promptly give notice thereof (the “ROFR Notice”) to Optionholder. The ROFR Notice shall set forth all relevant information with respect to the proposed Transfer, including the name and address of the prospective acquirer, the precise Interest that is the subject to Section 11 of this Agreementthe Transfer (the “Marketed Interest”), Indemnitee shall also be entitled the price to be paid for such Marketed Interest and any other terms and conditions of the expenses proposed Transfer. Optionholder shall have the right of first refusal (including attorneys’ fees“Right of First Refusal”) to acquire, for the same purchase price, as set forth in the ROFR Notice, and on terms and provisions that are not less favorable to Optionholder than the terms and provisions contained in the ROFR Notice, such Marketed Interest. If Optionholder wishes to exercise the Right of bringing such action. It First Refusal, Optionholder must provide notice of its election (the “ROFR Election Notice”), to APL Sub within 5 business days of receipt by Optionholder of the ROFR Notice (the “ROFR Election Period”), or Optionholder shall be a defense deemed to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance have waived its Right of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law First Refusal for the Company to indemnify Indemnitee for the amount claimedsubject Transfer, but the burden not any Right of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated First Refusal for future Transfers by court order or judgment from which no further right of appeal existsAPL Sub. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure Upon receipt of the Company (including its Board ROFR Election Notice by APL Sub, Optionholder and APL Sub shall negotiate in good faith and enter into a definitive agreement with respect to the transaction specified by Optionholder in the ROFR Election Notice and consummate such transaction within 60 days of Directors, any committee or subgroup receipt of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required ROFR Notice by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductOptionholder.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Section 1 hereof is not paid in full by the Company within twenty ninety (2090) days after a written request claim has been received by the Company, or a claim under Section 2(a) hereof for payment thereof an advancement of expenses is not paid in full by the Company within thirty (30) days after a written claim has first been received by the Company, Indemnitee may, but need not, may at any time thereafter bring an action suit against the Company to recover the unpaid amount of the claim andclaim. If successful in whole or in part in any such suit, subject or in a suit brought by the Company to recover an advancement of expenses pursuant to Section 11 of this Agreement2(a), Indemnitee shall also be entitled to be paid for the expense of prosecuting or defending such suit, including any reasonable attorneys' fees. In any suit by the Company to recover an advancement of expenses (including attorneys’ fees) of bringing such action. It pursuant to Section 2(a), the Company shall be entitled to recover such expenses, upon a defense final judicial decision from which there is no further right to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) appeal that Indemnitee has not met the standards of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount amounts claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard standards of conduct required by which makes it permissible under applicable lawlaw for the Company to indemnify Indemnitee for the amounts claimed, nor an actual determination by the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductconduct or, in the case of such a suit brought by Indemnitee, be a defense to such suit. In any suit brought by Indemnitee to enforce a right to indemnification or to an advancement of expenses pursuant to Section 2(a) hereunder, or by the Company to recover an advancement of expenses pursuant to Section 2(a), the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Agreement or otherwise shall be on the Company.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws Bylaws, providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter thereafter, bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any The Company agrees to provide any indemnification and advances provided for in Section 1 and required under this Section 3 shall be made Agreement no later than twenty (20) 30 days after receipt of the written request of Indemnitee. If a claim for indemnification or advance under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty (20) 30 days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Action in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under the applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) 4.1 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is or is not proper in the circumstances because Indemnitee has or has not met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholdersshareholders) that Indemnitee has or has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. (a) Any indemnification and advances provided for in Section 1 and pursuant to this Section 3 Agreement (unless ordered by a court) shall be made no later than twenty (20) by the Corporation promptly and in any event within 45 days after receipt of the a written request therefor from the Indemnitee, unless a determination is made within such 45 day period (i) by the Board of Indemnitee. If Directors of the Corporation by a claim under this Agreementmajority vote of a quorum consisting of directors who were not parties to such action, under any statutesuit or proceeding, or under any provision (ii) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the vote of the holders of a majority of the issued and outstanding shares of Common Stock of the Company’s Certificate , that indemnification of Incorporation the Indemnitee is not proper in the circumstances because he has not met the applicable standard of conduct. (b) The right to indemnification or Bylaws providing advancement of expenses shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part (including by failure to act thereon) within 45 days after receipt of such written request (or, in the case of advancements, within 15 days), it being the parties' intention that if the Corporation denies the Indemnitee's request for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount question of the claim andIndemnitee's right thereto shall be for the court to decide. The Indemnitee's costs and expenses incurred in connection with successfully establishing his right to indemnification and advancements, subject to Section 11 of this Agreementin whole or in part, Indemnitee in any such action shall also be entitled to be paid for indemnified by the expenses (including attorneys’ fees) of bringing such actionCorporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any actionadvancements where the required undertaking, suit or proceeding in advance of its final dispositionif any, has been received by the Corporation) that the Indemnitee has not met the standards applicable standard of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the conduct. The burden of proving such defense shall be on the Company Corporation, and Indemnitee there shall be entitled a rebuttable presumption that the Indemnitee did not fail to receive interim payments of expenses pursuant to Section 3(a) unless and until meet such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsapplicable standard. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, its independent legal counsel, or counsel and its stockholdersshareholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because Indemnitee he has met the applicable standard of conduct required by applicable lawconduct, nor the fact that there has been an actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, its independent legal counsel, or counsel and its stockholdersshareholders) that the Indemnitee has not met such applicable standard of conduct, shall create be a defense or sufficient to rebut such presumption that the Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit suit, or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which that make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving providing such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment judgement from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee, and expense advances provided under Section 8 shall be provided within the period set forth in that Section. If the Corporation disputes any portion of the requested amounts, the undisputed portion shall be paid and only the disputed portion shall be withheld pending the resolution of such dispute. If a claim under this Agreement, under any statute, or under any provision of the CompanyCorporation’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company Corporation within twenty (20) 45 days after a written request for payment thereof has first been received by the CompanyCorporation, Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ feesand legal fees and expenses) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Corporation and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company Corporation contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee, coupled with appropriate documentation to support the requested payment. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, indemnification is not paid in full by the Company within twenty (20) 45 days after receipt of a fully documented written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement13, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not not, as the case may be, met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 The Company shall be made no later than give each Preemptive Rights Holder at least five (5) Business Days prior written notice, or, if the Preemptive Rights Holder is an Investor, at least twenty (20) days after receipt of the prior written request of Indemnitee. If a claim under this Agreementnotice, under any statute, or under any provision of the Company’s Certificate intention to issue New Securities (the “New Securities Notice”), describing the type and amount of Incorporation New Securities to be issued to any Investor or Bylaws providing for indemnification, is not paid in full by any Affiliates of any Investor and the price and the general terms and conditions upon which the Company proposes to issue such New Securities. Each Preemptive Rights Holder may purchase any or all of such Preemptive Rights Holder’s Pro Rata Share of such New Securities and may elect to purchase more than such Preemptive Rights Holder’s Pro Rata Share in the event that another Preemptive Rights Holder does not elect to purchase its full Pro Rata Share of an issuance of New Securities (a “New Issuance Shortfall”), by delivering to the Company, within five (5) Business Days after, or, if the Preemptive Rights Holder is an Investor, at least twenty (20) days after a written request for payment thereof has first been received after, the date of mailing of any such New Securities Notice by the Company, Indemnitee maya written notice specifying (i) such number of New Securities which such Preemptive Rights Holder desires to purchase and (ii) whether such Preemptive Rights Holder desires to purchase more than its Pro Rata Share of New Securities in the event of a New Issuance Shortfall and, but need notif so, at any time thereafter bring an action against the Company to recover the unpaid maximum amount of the claim andunsubscribed-for New Securities (the “Unpurchased New Securities”) such Preemptive Rights Holder desires to purchase (an “Unpurchased New Securities Share”), subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses price and upon the general terms and conditions specified in the New Securities Notice. If any Preemptive Rights Holder fails to notify the Company in writing within such five (including attorneys’ fees5) Business Day period or 20-day period, as applicable, of bringing its election to purchase any or all of such actionPreemptive Rights Holder’s full Pro Rata Share of an offering of New Securities (a “Non-Purchasing Holder”), then such Non-Purchasing Holder will forfeit the right hereunder to purchase that part of such Preemptive Rights Holder’s Pro Rata Share of such New Securities that such Preemptive Rights Holder did not agree to purchase. It If a New Issuance Shortfall occurs, the Unpurchased New Securities shall be allocated to each Preemptive Rights Holder that has elected to purchase its Pro Rata Share of New Securities and that has elected to purchase Unpurchased New Securities in the event of a defense to any such action New Issuance Shortfall (other than an action brought to enforce each, a claim for expenses incurred “Fully Exercising Rights Holder”) in connection with any action, suit or proceeding in advance the amount of its final disposition) their Unpurchased New Securities Share. In the event that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company is unable to indemnify Indemnitee for allocate to each Fully Exercising Right Holder its respective Unpurchased New Securities Share due to the aggregate amount of the Unpurchased New Securities Shares equaling more than the amount claimedof the Unpurchased New Securities, but then the burden of proving such defense Unpurchased New Securities shall be allocated to each Fully Exercising Rights Holder based on its Oversubscription Pro Rata Share. A Fully Exercising Rights Holder’s “Oversubscription Pro Rata Share” shall mean a fraction, the Company and Indemnitee shall be entitled to receive interim payments numerator of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if number of shares of Common Stock owned by such Fully Exercising Rights Holder immediately prior to the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure issuance of the Company (including its Board New Securities and the denominator of Directors, any committee or subgroup which is the total number of shares of Common Stock owned by all of the Board of Directors, independent legal counsel, or its stockholders) Fully Exercising Rights Holders immediately prior to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup issuance of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductNew Securities.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty forty-five (2045) days after receipt of the written request of IndemniteeIndemnitee (or at such earlier time as is provided in the applicable section). If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate 's Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companytime allowed, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 2 and this Section 3 6 shall be made no later than twenty forty-five (2045) days after receipt of the written request of IndemniteeIndemnitee unless a determination is made by the Reviewing Party that Indemnitee is not entitled to indemnification pursuant to the terms of this Agreement. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, then Indemnitee may, but need not, at any time within two (2) years thereafter bring an action against the Company to recover the unpaid amount of the claim claim, and, subject to Section 11 20 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a6(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that that, if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) Reviewing Party to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) Reviewing Party that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 8 and 10(g) of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including reasonable attorneys’ feesfees and costs) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the a court of competent jurisdiction to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt At a meeting of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Companyapplicable Employer’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, duly called for the purpose of determining whether Cause exists (“Determination Meeting”), the alleged acts or omissions of Executive must be found by two-thirds of the disinterested directors to have been established beyond reasonable doubt. For purposes of this Section 4.3, “disinterested” shall mean those directors other than Executive and any committee other directors who are alleged to have been involved or subgroup otherwise to have an interest in any of such alleged acts or omissions of Executive. If the Board determines, as set forth in the preceding sentence, that Cause exists, the applicable Employer shall deliver, within ten (10) days of the Determination Meeting, written notice to Executive of same which shall set forth, in reasonable detail, the findings of the Board as to the act(s) and/or omission(s), including the dates, facts and circumstances, constituting Cause (“Notice of DirectorsTermination For Cause”). The Notice of Termination For Cause shall also advise Executive that unless an Opportunity Notice, independent legal as hereinafter defined, is delivered by Executive as hereinafter provided, Executive’s employment shall terminate for Cause effective on the eleventh (11th) day after the receipt by Executive of the Notice of Termination For Cause. Executive may, within ten (10) days of his receipt of the Notice of Termination For Cause, request, by written notice delivered to the applicable Employer, that a special meeting of the Board be called for the purpose of providing Executive an opportunity to appear before the Board, with counsel, to discuss such act(s) or its stockholdersomission(s) (“Opportunity Notice”). Upon receipt of the Opportunity Notice, a special meeting of the Board shall be duly called to have made take place on a determination that indemnification of Indemnitee date selected by the Board, which is proper in the circumstances because Indemnitee has met not less than ten (10) nor more than thirty (30) days after the applicable standard Employer’s receipt of conduct required the Opportunity Notice, at the principal office of such Employer or such other location as has been mutually agreed upon by Employer and Executive (“Final Meeting”). If the Board does not, by vote of greater than one-third of the disinterested directors present at the Final Meeting, rescind its Notice of Termination For Cause at the Final Meeting or Executive fails to attend the Final Meeting for any reason other than either a valid medical reason or a reason that is deemed credible and sufficient by the acting Chairman of the Board in his or her sole and absolute discretion (in which event, the Chairman shall reschedule the Final Meeting to a date selected by him or her that is practical in light of the reason for Executive’s failure to attend), Executive’s employment shall be terminated for Cause effective immediately as of the conclusion of the Final Meeting, without further notice. The procedure set forth herein shall at all times be subject to the requirements of applicable law, nor an actual determination by the Company (including its Board of Directorsregulation, any committee regulatory policy or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductother regulatory requirements.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving providing such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment judgement from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be ▇▇▇▇▇▇▇▇▇ ▇, ▇, ▇, ▇, ▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇ made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the CompanyCorporation’s Certificate Code of Regulations or Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company Corporation within twenty (20) days after a written request for payment thereof has been first been received by the CompanyCorporation, Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 the other provisions of this Agreement, Indemnitee also shall also be entitled to be paid for the expenses (including attorneys’ fees) Expenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Corporation and Indemnitee shall be entitled to receive interim advance payments of expenses pursuant to Section 3(a) Paragraph 8 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company Corporation contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, . There shall exist in such action a rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct and neither is therefore entitled to indemnification pursuant to this Agreement. Neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct as may be required by applicable law, nor an any actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall (a) constitute a defense to such action, (b) create a presumption that Indemnitee has or has not met the applicable standard of conduct, or (c) otherwise alter the presumption in favor of Indemnitee referred to in the preceding sentence.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than promptly, and in any event within forty-five (45) days following receipt by the Company of a written request of the Indemnitee (or within twenty (20) days after receipt in the case of advances made pursuant to Section 2(a)), unless with respect to such requests the Company reasonably determines within such applicable period that the Indemnitee did not meet the applicable standard of conduct or that indemnification is not required under Section 7 below, or unless otherwise ordered by a court. Such determination shall be made in each instance by: (a) the board of directors by a majority vote of a quorum consisting of directors of the Company who were not parties to such action, suit or proceeding in question ("disinterested directors"); (b) if such quorum is not obtainable, or even if obtainable if a quorum of disinterested directors so directs, by independent legal counsel (who may be regular counsel to the Company) in a written request opinion; or (c) by the stockholders of Indemniteethe Company. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation 's Charter or Bylaws By-Laws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companyapplicable period, Indemnitee may, but need not, at any time thereafter may bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, and Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action, subject to Section 12 of this Agreement, or unless it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby or thereby. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law or this Agreement for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsadjudged. It is the parties’ ' intention that if the Company contests Indemnitee’s right to indemnificationIndemnitee brings any such action, the question of Indemnitee’s 's right to indemnification shall ultimately be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 2 and this Section 3 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee. Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances of Expenses provided for in Section 1 and this Section 3 Agreement shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(a2(a) unless and until such defense may be is finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) Reviewing Party to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) Reviewing Party that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any and all indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, Agreement (or under any provision of the Company’s Certificate certificate of Incorporation incorporation or Bylaws providing for indemnification, bylaws or any applicable statute or other rule of law) is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Legal Action in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in Section 1 and all respects with the provisions of this Section 3 3. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall be made no later than twenty (20) days after receipt give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the written request of Indemnitee. If a claim under this Agreementproposed sale, under any statutepledge, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnificationtransfer in sufficient detail and, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received if reasonably requested by the Company, Indemnitee mayshall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, but need notand whose legal opinion shall, at be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any time thereafter bring an action against other evidence reasonably satisfactory to counsel to the Company to recover the unpaid amount effect that the proposed sale, pledge, or transfer of the claim andRestricted Securities may be effected without registration under the Securities Act, subject to Section 11 whereupon the Holder of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Restricted Securities shall be entitled to receive interim payments sell, pledge, or transfer such Restricted Securities in accordance with the terms of expenses the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 3.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 3(a) unless 3.12.2, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and until the Company, such defense may legend is not required in order to establish compliance with any provisions of the Securities Act. Until the IPO, no Holder shall transfer any Restricted Securities to any person or entity that is determined to be finally adjudicated a competitor of the Company, in the good faith judgment of the Board; provided, however, that this provision shall not restrict a transfer by court order the Series A-1 Holder , in connection with a change in control or judgment from which no further right sale of appeal exists. It is all or substantially all of the parties’ intention assets of the Series A-1 Holder, provided that if the acquirer or surviving entity in such change in control or sale of assets shall agree to assume and to become bound by the obligations of the Series A-1 Holder under that certain Right of First Refusal and Co-Sale Agreement by and between the Company contests Indemnitee’s right to indemnificationand certain stockholders of even date herewith, the question of Indemnitee’s right to indemnification shall be for the court to decide, that certain Voting Agreement by and neither the failure of between the Company (including and certain of its Board stockholders of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducteven date herewith and this Agreement.

Procedure. Any Subject to the provisions of Section 4 as to the advancement of Expenses, any indemnification and advances provided for in Section 1 and this Section 3 shall be made paid no later than twenty (20) 30 days after receipt of the written request of the Indemnitee. If a claim under this Agreement, under the Act, or any other statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws articles providing for indemnification, indemnification is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof has first been received by the Company, the Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, the Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) Expenses of bringing such action. It The Company shall be have as a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that the Indemnitee has not met satisfied the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the Conditions. The burden of proving such defense shall be on the Company and the Indemnitee shall be entitled to receive interim payments advances of expenses Expenses pursuant to Section 3(a) section 4 hereof unless and until such defense may it shall be finally adjudicated by court order or judgment from which no further right of appeal existsexists that such defense is available to the Company. It is the parties’ intention that if the Company contests the Indemnitee’s right to indemnification, the question of the Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsthe Board, any committee or subgroup of the Board of DirectorsBoard, independent legal counsel, counsel or its stockholdersthe Company’s shareholders) to have made a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct required by applicable lawConditions, nor an actual determination by the Company (including its Board of Directorsthe Board, any committee or subgroup of the Board of DirectorsBoard, independent legal counsel, or its stockholdersthe Company’s shareholders) that the Indemnitee has not met such applicable standard of conductthe Conditions, shall create a presumption that the Indemnitee has or has not met the applicable standard of conductConditions.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Action in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under the applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to subsection (a) of this Section 3(a) 2 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s 's right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is or is not proper in the circumstances because Indemnitee has or has not met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directorsofficers, Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, counsel or its stockholdersshareholders) that Indemnitee has or has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 20 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) 20 days after a written request for payment thereof of such claim has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit suit, or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which that make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) 2.1 unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees' fees and interest, at the Bank One, Indiana, National Association, prime rate in effect on the date of Indemnitee's written request, on the unpaid amount of the claim) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and . Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim Claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Section 2 hereof is not paid in full by the Company within twenty ninety (2090) days after a written request claim has been received by the Company, or a claim under Section 3(a) hereof for payment thereof an advancement of expenses is not paid in full by the Company within thirty (30) days after a written claim has first been received by the Company, Indemnitee may, but need not, may at any time thereafter bring an action suit against the Company to recover the unpaid amount of the claim andclaim. If successful in whole or in part in any such suit, subject or in a suit brought by the Company to recover an advancement of expenses pursuant to Section 11 of this Agreement3(a), Indemnitee shall also be entitled to be paid for the expenses (expense of prosecuting or defending such suit, including any reasonable attorneys’ fees) . In any suit by the Company to recover an advancement of bringing such action. It expenses pursuant to Section 3(a), the Company shall be entitled to recover such expenses, upon a defense final judicial decision from which there is no further right to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) appeal that Indemnitee has not met the standards of conduct which make makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount amounts claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard standards of conduct required by which makes it permissible under applicable lawlaw for the Company to indemnify Indemnitee for the amounts claimed, nor an actual determination by the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductconduct or, in the case of such a suit brought by Indemnitee, be a defense to such suit. In any suit brought by Indemnitee to enforce a right to indemnification or to an advancement of expenses pursuant to Section 3(a) hereunder, or by the Company to recover an advancement of expenses pursuant to Section 3(a), the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Agreement or otherwise shall be on the Company.

Procedure. Any indemnification and advances provided Subject to the provisions hereof, this Class B Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Class B Warrant, together with a completed exercise agreement in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours on any day that banks are generally open for business in Section 1 and this Section 3 shall be made no later than twenty New York City (20a “Business Day”) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of at the Company’s Certificate principal executive offices (or such other office or agency of Incorporation the Company as it may designate by notice to the Holder), and upon (i) payment to the Company in cash, by certified or Bylaws providing official bank check or by wire transfer for indemnificationthe account of the Company of the Exercise Price for the Class B Warrant Shares specified in the Exercise Agreement or (ii) if by June 30, 2008, the Class B Warrant Shares have not been registered for resale by the Holder pursuant to an effective registration statement under the Securities Act of 1933, as amended, (the “Securities Act”) or under applicable state securities laws, by delivery to the Company of a written notice of an election to effect a Cashless Exercise (as defined in Section 1(c) below) for the Class B Warrant Shares specified in the Exercise Agreement; provided, however, that the ability of the Holder to utilize the Cashless Exercise provisions of this Class B Warrant shall cease as soon as the Class B Warrant Shares shall have been registered for resale pursuant to an effective registration statement. The Class B Warrant Shares so purchased shall be deemed to be issued to the Holder or such Holder’s designee, as the record owner of such shares, as of the close of business on the date on which the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above. Certificates for the Class B Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the Holder (without restrictive legend thereon when such exercise occurs while a registration statement registering under the Securities Act the resale of the Class B Warrant Shares so purchased is effective or such Class B Warrant Shares so purchased may be resold by the Holder pursuant to Rule 144(k) or any similar successor rule) within a reasonable time, not paid exceeding three (3) Business Days, after this Class B Warrant shall have been so exercised. The certificates so delivered shall be in full such denominations as may be requested by the Holder and shall be registered in the name of the Holder or such other name as shall be designated by the Holder. If this Class B Warrant shall have been exercised only in part, then, at the option of the Holder (i) the Holder may surrender this Class B Warrant to the Company and, unless this Class B Warrant has expired, the Company shall, at its expense, within a reasonable time, not exceeding three (3) Business Days, after this Class B Warrant shall have been so exercised, deliver to the Holder a new Class B Warrant representing the number of shares with respect to which this Class B Warrant shall not then have been exercised, or (ii) the Holder may retain this Class B Warrant and the Class B Warrant Shares purchasable under this Class B Warrant shall be reduced by such number of Class B Warrant Shares so exercised by the Holder and properly delivered by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conducthereunder.

Procedure. Any indemnification and advances provided for in --------- Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 Agreement shall be made no later than twenty forty-five (2045) days after receipt the resolution (by judgment, settlement, dismissal, or otherwise) of the written request of Indemniteeclaim to which indemnification is sought. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate 's Articles of Incorporation or Bylaws bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companysuch period, Indemnitee Employee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 18 of this Agreement, Indemnitee Employee shall also be entitled to be paid for the expenses (including reasonable attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee Employee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee Employee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee Employee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) this Agreement unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s contest Employee's right to indemnification, the question of Indemnitee’s Employee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersMembers) to have made a determination that indemnification of Indemnitee Employee is proper in the circumstances because Indemnitee Employee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersMembers) that Indemnitee Employee has not met such applicable standard of conduct, shall create a presumption that Indemnitee Employee has or has not met the applicable standard of conduct.

Procedure. Any indemnification If and advances provided for whenever the Company is requested pursuant to the provisions of this Agreement to effect the registration of any TMRC Converted Shares under the Securities Act, the Company will, subject to the other provisions of this Article VIII, including the rights of the Company pursuant to Section 8.1 hereof to delay, or suspend sales under, any such registration): (a) as expeditiously as reasonably practicable after demand therefor, prepare and file with the Commission a registration statement on the appropriate form with respect to such TMRC Converted Shares and seek to cause such registration statement to become and remain effective; (b) as expeditiously as reasonably practicable, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in Section 1 connection therewith as may be necessary to keep such registration statement effective and this Section 3 to comply with the provisions of the Securities Act with respect to the disposition of such TMRC Converted Shares covered by such registration statement in accordance with the intended method of distribution set forth in such registration statement; (c) as expeditiously as reasonably practicable, furnish to each Purchaser (in the event the Purchaser or its Affiliates is participating in the registration) (on behalf of the Purchaser and its Affiliates) such number of copies of final prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act, and such other documents as the Purchaser (or behalf of itself and its Affiliates) may reasonably request, in order to facilitate the public sale or other disposition of such TMRC Converted Shares; provided, however, that the obligation of the Company to deliver copies of final prospectuses or preliminary prospectuses to the Purchaser (on behalf of itself and its Affiliates) shall be made no later than twenty (20) days after subject to the receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by of reasonable assurances from the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover Purchaser and its Affiliates participating in such offering that they will comply with the unpaid amount applicable provisions of the claim and, subject to Section 11 Securities Act and of this Agreement, Indemnitee shall also such other securities laws as may be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred applicable in connection with any actionuse by the Purchaser and its Affiliates of any final prospectuses or preliminary prospectuses; (d) as expeditiously as practicable, suit use its best efforts to register or proceeding qualify TMRC Converted Shares covered by such registration statement under such other securities laws of such United States jurisdictions as a Purchaser (on behalf of the Purchaser and its Affiliates) shall reasonably request (considering the nature and size of the offering) and do any and all other acts and things that may be necessary or desirable to enable the Purchaser and its Affiliates participating in advance such offering to consummate the public sale or other disposition in such jurisdictions of its final dispositionTMRC Converted Shares; provided, however, that the Company shall not be required to qualify to transact business as a foreign corporation in any jurisdiction in which it would otherwise not be required to be so qualified or to take any action that would subject it to general service of process in any jurisdiction in which it is not then so subject; (e) bear all Registration Expenses (as defined below) in connection with all registrations hereunder; provided, however, that Indemnitee has not met the standards all Selling Expenses (as defined below) of conduct which make it permissible under applicable law TMRC Converted Shares and all fees and disbursements of counsel for the Purchaser and its Affiliates participating in the registration in connection with each registration pursuant to this Article 8 shall be borne by the Purchaser and its Affiliates. Expenses incurred by the Company to indemnify Indemnitee in complying with this Article 8, including, without limitation: (i) all registration and filing fees; (ii) all printing expenses; (iii) all fees and disbursements of counsel for the amount claimedCompany; (iv) all blue sky fees and expenses; and (v) all fees and expenses of accountants for the Company, but are herein referred to as "Registration Expenses". All underwriting fees and discounts and brokerage and selling commissions relating to TMRC Converted Shares to be registered for sale by the burden Purchaser and its Affiliates participating in the registration and fees and expenses of proving the counsel for the Purchaser and its Affiliates and any underwriter's counsel (only to the extent the underwriting agreement relating to such defense shall registration requires underwriter's counsel's fees and expenses to be on paid by the Company and Indemnitee shall be entitled the Purchaser and its Affiliates and only to receive interim payments the extent of expenses the Purchaser's and its Affiliates' pro rata portion of such fees based upon the ratio the number of shares being sold by the Purchaser and its Affiliates bears to the total number of shares being offered) applicable to the sales by the Purchaser and its Affiliates in connection with any such registration are herein referred to as "Selling Expenses"; and (f) keep each registration pursuant to Section 3(a) unless and 8.1 hereof effective for a period of up to 60 days or such shorter period of time until such defense may be finally adjudicated by court order the transfer or judgment from which no further right sale of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee all TMRC Converted Shares so registered has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductbeen completed.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) 45 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, indemnification is not paid in full by the Company within twenty (20) 45 days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter thereafter, bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification (a) In the year in which this agreement is to expire or when there are re-openers, the Parties agree to negotiate a successor agreement or to negotiate modifications pursuant to those re-openers in accordance with the procedures set forth by the PERA. (b) Both the Board and advances provided for the Association agree to negotiate in Section 1 and this Section 3 shall be made no later than twenty (20) days after good faith. Upon receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received during negotiations identifying each specific document desired by the CompanyAssociation, Indemnitee maythe Board shall make available such documents as defined by Chapter 119, but need notFlorida Statutes. (c) Consultants may be called upon by either Party at their own expense and utilized in the negotiations of any matter considered by the Parties. Neither Party will attempt to exert any control over the other’s selection of its representatives. (d) No adverse action of any kind shall be taken by the Superintendent, at the Board, its agents or by any time thereafter bring an action against the Company to recover the unpaid amount member of the claim andAdministration, subject to Section 11 against any member of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnificationbargaining unit, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counselAssociation, or its stockholders) to have made a determination that indemnification agents; nor shall any adverse action of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required any kind be taken by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup member of the Board of Directorsbargaining unit, independent legal counselthe Association, or its stockholdersagents against the Superintendent, the Board, its agents, or any member of the Administration by reason of participation in negotiations. The filing and pursuing of an Unfair Labor Practice (ULP) that Indemnitee has charge or taking legal action shall not met such applicable standard be construed as taking adverse action. (e) The Board and the Association agree to negotiate through their respective designated negotiation representatives those items which are proper subjects of conductbargaining as provided by law. (f) At the first meeting, to be determined by mutual agreement, both Parties agree to exchange complete written proposals of all items to be negotiated unless otherwise mutually agreed. All items in the current Agreement shall automatically be considered as items on the table. Items in the Agreement on which the Parties continue to agree, shall create be initialed as tentative agreement. Thereafter, Parties agree to meet at reasonable times and places. Meeting times shall be agreed upon by the negotiating teams as may be necessary. Meetings, by mutual agreement, shall be scheduled during the normal work day whenever possible; and release time without loss of pay shall be arranged when meetings are held during the regular work day. The Parties may also mutually establish ground rules for these negotiations. (g) Both negotiating teams involved in negotiations shall be empowered to reach a presumption that Indemnitee has tentative agreement without having to refer each proposal back to the Association or has the Board. This provision does not met prohibit either negotiating team from seeking direction from the applicable standard Party it represents. (h) Either Party may declare impasse as provided under the PERA. Impasse shall be resolved as provided by the PERA. (i) When a tentative agreement is reached between representatives of conductthe Parties, it shall then be made in writing, signed by the respective chief negotiators and presented as a total package to the Association for ratification and then to the Board for adoption. When ratified by the Association and adopted by the Board, the agreement shall be executed by the Director of Labor Relations, the Chairman of the School Board and the Superintendent of Schools on behalf of the Board, and by the President of the Association and its Chief Negotiator on behalf of the Association, and said document shall become the comprehensive Agreement between the Board and the Association. ARTICLE 1 SECTION C - NEGOTIATIONS (cont’d)

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. .If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It ▇▇▇▇▇▇.▇▇ shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It ▇▇▇▇▇▇.▇▇ is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided pro­vided for in Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in Section 1 and all respects with the provisions of this Section 3 3. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall be made no later than twenty (20) days after receipt give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the written request of Indemnitee. If a claim under this Agreementproposed sale, under any statutepledge, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnificationtransfer in sufficient detail and, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received if reasonably requested by the Company, Indemnitee mayshall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, but need notand whose legal opinion shall, at be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any time thereafter bring an action against other evidence reasonably satisfactory to counsel to the Company to recover the unpaid amount effect that the proposed sale, pledge, or transfer of the claim andRestricted Securities may be effected without registration under the Securities Act, subject to Section 11 whereupon the Holder of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee Restricted Securities shall be entitled to receive interim payments sell, pledge, or transfer such Restricted Securities in accordance with the terms of expenses the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 3.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnificationSEC Rule 144, the question appropriate restrictive legend set forth in Section 3.12.2, except that such certificate shall not bear such restrictive legend if, in the opinion of Indemnitee’s right counsel for such Holder and the Company, such legend is not required in order to indemnification shall be for the court to decide, and neither the failure establish compliance with any provisions of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductSecurities Act.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made as promptly as practicable, but in no event later than twenty (20) 45 days after receipt of the written request of Indemnitee, coupled with appropriate documentation to support the requested payment. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, indemnification is not paid in full by the Company within twenty (20) 45 days after receipt of a fully documented written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement13, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) Expenses of bringing such action. The Company shall not oppose Indemnitee’s right to seek any such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses Expenses incurred in connection with any action, suit or proceeding Proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(a) 2(a), and the Company shall promptly make such interim payments of Expenses, unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is Each of the parties’ intention parties hereto intend that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including including, at the election of the Board of Directors, its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including including, at the election of the Board of Directors, its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not not, as the case may be, met the applicable standard of conduct. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 2 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 3.3 shall be made no later than twenty [thirty (2030) days days] after receipt of the written request of Indemnitee. If a claim or Expense for which Indemnitee is entitled to indemnification under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Companytime allowed, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 11.4 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding Claim in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(a) 3.1 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that that, if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification From and advances provided for in Section 1 and this Section 3 shall be made no later than twenty after the Effective Time, each holder of a certificate or certificates which immediately prior thereto represents outstanding shares of AmeriDyne Stock (20the "Certificate" or "Certificates") days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments in exchange therefor, upon surrender to Contour of expenses a Certificate or Certificates duly endorsed in blank and with signature guaranteed by a national banking association or member firm for a national securities exchange, (i) one or more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing that number of whole shares of Contour Stock to which such holder of AmeriDyne Stock shall have become entitled pursuant to the provisions of Section 2.1(a)(i), and (ii) a check representing the aggregate cash consideration to which such holder shall have become entitled pursuant to Section 3(a2.1(a)(ii) unless and, as to any fractional share, Section 2.2, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of any Certificate. If any portion of the consideration to be received pursuant to Sections 2.1 and 2.2 upon exchange of a Certificate (whether a certificate representing shares of Contour Stock or by check representing any cash payable hereunder) is to be issued or paid to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and payment that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason thereof or establish to the satisfaction of Contour that such tax has been paid or that such tax is not applicable. From the Effective Time until such defense may be finally adjudicated by court order or judgment from which no further right surrender in accordance with the provisions of appeal exists. It is this Section 2.3, each Certificate shall represent for all purposes only the parties’ intention that if the Company contests Indemnitee’s right to indemnification, receive the question of Indemnitee’s right to indemnification shall be for the court to decide, consideration provided in Sections 2.1 and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct2.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 2 shall be made no later than twenty (20) 45 days after receipt of the written request of the Indemnitee, coupled with appropriate documentation to support the requested payment. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Articles of Incorporation or Bylaws providing for indemnification, indemnification is not paid in full by the Company within twenty (20) 45 days after receipt of a fully documented written request for payment thereof has first been received by the Company, the Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement13, the Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that the Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and the Indemnitee shall be entitled to receive interim payments of expenses Expenses pursuant to Section 3(a2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests the Indemnitee’s right to indemnification, the question of the Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has or has not not, as the case may be, met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 2 and this Section 3 shall be made no later than twenty (20) 30 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Agreement is not paid in full by the Company within twenty (20) 30 days after a written request for payment thereof therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimedIndemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be is finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention of the parties that if the Company contests Indemnitee’s right to indemnificationindemnification under this Agreement or applicable law, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directorsofficers, its Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its Board of Directorsofficers, its Board, any committee or subgroup of the Board of Directorsits Board, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in --------- Section 1 and this Section 3 shall be made no later than twenty thirty (2030) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws Bylaws, providing for indemnification, is not paid in full by the Company within twenty thirty (2030) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter thereafter, bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 13 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. However, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section Subsection 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its it Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate 's Articles of Incorporation or Bylaws By-laws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 12 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and in this Section 3 shall be made no later than twenty forty-five (2045) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s 's Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty forty-five (2045) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company submit Indemnitee's claim to arbitration as described in Section 14 to recover the unpaid amount of the claim and, subject to Section 11 15 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such actionclaim. It shall be a defense to any such action (other than an action brought to enforce a claim brought for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Company, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal existsexists or an arbitration panel as described in Section 14. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court or arbitration panel to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 3. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and advances circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (a) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (b) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (c) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (i) in any transaction in compliance with SEC Rule 144 or (ii) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided for that each transferee agrees in writing to be subject to the terms of this Section 3.12. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 1 3.12.2, except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. Until the IPO, unless approved by the Board prior to such Transfer, no Investor shall Transfer any Restricted Securities to any other person or entity (other than its Affiliates); provided, however, that notwithstanding the foregoing, upon the earlier of (a) the four (4) year anniversary of the Closing (as defined in the Purchase Agreement) and (b) the occurrence of a Fundamental Event, each Investor shall be permitted to Transfer Restricted Securities to another person or entity that is (i) determined not to be a competitor of the Company, in the good faith judgment of the Board, and (ii) reasonably acceptable to the Board. Any purported Transfer of any Restricted Securities effected in violation of this Section 3 shall be made null and void and shall have no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, force or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in full by effect and the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to not register any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conductpurported Transfer.

Procedure. Any claim for indemnification and advances provided for in of Losses under Section 1 and this Section 3 shall must be made no later than twenty (20) days after receipt of the written request of Indemniteein writing in accordance with Section 9. If a claim for indemnification of Losses under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, Section 1 is not paid in full by the Company within twenty (20) 90 days after the claim has been received by the Company, or if a claim under Section 2(a) for an advancement of expenses is not paid in full by the Company within 30 days after the written request for payment thereof claim has first been received by the Company, Indemnitee may, but need not, may at any time thereafter bring an action Action against the Company to recover the unpaid amount of the claim andclaim. If successful in whole or in part in that Action, subject or in an Action brought by the Company to recover an advancement of expenses pursuant to Section 11 of this Agreement2(a), Indemnitee shall may also be entitled recover the expense of prosecuting or defending the Action brought pursuant to be paid for the expenses (this Section 2(c), including reasonable attorneys’ fees) . In any Action by the Company to recover an advancement of bringing such action. It shall be expenses pursuant to Section 2(a), the Company may recover those expenses upon a defense final judicial decision from which there is no further right to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) appeal that Indemnitee has not met the standards standard of conduct which make that makes it permissible under applicable law for the Company to indemnify Indemnitee for the amount amounts claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither Neither the failure of the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, counsel or its stockholders) to have made a determination prior to the commencement of that Action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable lawconduct, nor an actual determination by the Company (including its Board board of Directors, any committee or subgroup of the Board of Directorsdirectors, independent legal counsel, counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct, will create a presumption that Indemnitee has not met the applicable standard of conduct or, in the case of an Action brought by Indemnitee, be a defense to that Action. In any Action brought by Indemnitee to enforce a right to indemnification or to an advancement of expenses pursuant to Section 2(a), or by the Company to recover an advancement of expenses pursuant to Section 2(a), the Company will have the burden of proving that Indemnitee is not entitled to be indemnified or to an advancement of expenses under this Agreement or otherwise.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no later than twenty (20) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate 's Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company within twenty (20) days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ ' fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ ' intention that if the Company contests Indemnitee’s 's right to indemnification, the question of Indemnitee’s 's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 19.A shall be made no later than twenty forty-five (2045) days after receipt of the written request of IndemniteeCallicrate. If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate Goldfields’ (or any predecessor entity to Goldfields) Articles of Incorporation or Bylaws providing for indemnification, is not paid in full by the Company Goldfields within twenty forty-five (2045) days after a written request for payment thereof has first been received by the CompanyGoldfields, Indemnitee Callicrate may, but need not, at any time thereafter bring an action against the Company Goldfields to recover the unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee and Callicrate shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit action or proceeding in advance of its final disposition) that Indemnitee Callicrate has not met the standards of conduct which make it permissible under applicable law for the Company Goldfields to indemnify Indemnitee Callicrate for the amount claimed, but the burden of proving such defense shall be on the Company Goldfields, and Indemnitee Callicrate shall be entitled to receive interim payments of expenses pursuant to Section 3(aSubsection B(1) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company Goldfields contests IndemniteeCallicrate’s right to indemnification, the question of IndemniteeCallicrate’s right to indemnification shall be for the court to decide, and neither the failure of the Company Goldfields (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) to have made a determination that indemnification of Indemnitee Callicrate is proper in the circumstances because Indemnitee Callicrate has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company Goldfields (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholdersshareholders) that Indemnitee Callicrate has not met such applicable standard of conduct, shall create a presumption that Indemnitee Callicrate has or has not met the applicable standard of conduct.

Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be ▇▇▇▇▇▇▇▇▇ ▇, ▇, ▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇ made no later than twenty (20) 30 days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute, or under any provision of the CompanyCorporation’s Certificate of Incorporation or Bylaws its By-laws providing for indemnification, is not paid in full by the Company Corporation within twenty (20) 30 days after a written request for payment thereof has first been received by the CompanyCorporation, Indemnitee may, but need not, at any time thereafter bring an action against the Company Corporation to recover the unpaid amount of the claim and, subject to Section 11 the other provisions of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) Expenses of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which that make it permissible under applicable law for the Company Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company Corporation and Indemnitee shall be entitled to receive interim advance payments of expenses pursuant to Section 3(a) Paragraph 7 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company Corporation contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court or arbitrator, as applicable, to decide, and neither the failure of the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, counsel or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company Corporation (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.