Common use of Standard of Conduct Clause in Contracts

Standard of Conduct. Indemnitee shall be entitled to indemnification and/or advancement of Expenses (subject to the provision of an undertaking in compliance with Section 10 in the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea by Indemnitee, Indemnitee shall remain entitled to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(a) above, then the Company shall indemnify Indemnitee in accordance with the decision-maker’s determination.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (2) that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee, or (B) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten (10) business days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination. Indemnitee shall be entitled cooperate with the person making the Standard of Conduct Determination with respect to indemnification and/or advancement Indemnitee’s entitlement to indemnification, including providing to such person upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to making such determination. The person making the Standard of Expenses (subject to the provision of an undertaking in compliance with Section 10 in the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted Conduct Determination shall act reasonably and in good faith and in making a manner Indemnitee reasonably believed to be in or not opposed to determination regarding the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea by Indemnitee, Indemnitee shall remain entitled to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled entitlement to indemnification for any items set forth in Section 3(a) above, then the Company shall indemnify Indemnitee in accordance with the decision-maker’s determinationunder this Agreement.

Standard of Conduct. Indemnitee shall be entitled to indemnification and/or advancement of Expenses (subject to the provision of an undertaking in compliance with Section 10 in the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea by Indemnitee, Indemnitee shall remain entitled to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility a) No claim for indemnification shall be paid by Company unless it has been determined as set forth that Indemnitee shall have met the Standard of Conduct. (b) Unless a Change in Control shall have occurred, and unless otherwise ordered by a court, such determinations shall be made by (i) a majority vote of Company’s directors who are not parties to the Proceeding for which indemnification is sought, even though less than a quorum, (ii) by a committee of such directors designated by a majority vote of the Company’s directors, even though less than a quorum, (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) if the Board shall so direct, by the Company’s stockholders. (c) If a Change in Control shall have occurred, unless otherwise ordered by a court, such determination shall be made by independent legal counsel in a written opinion. (d) If any determination pursuant to this Section 6(b)(i)-(iv6 shall be made by independent legal counsel, such counsel shall be selected, (i) below. Ifif a Change in Control shall not have occurred, by the directors of the Company described in clause (b)(i) or (b)(ii) of this Section 6, in reviewing their sole discretion and (ii) if a Change in Control shall have occurred, by such directors, subject to the consent of Indemnitee’s plea , which consent may not be unreasonably withheld, conditioned or delayed. (e) Indemnitee shall be deemed to have met the relevant Standard of Conduct if a determination pursuant to clause (b) or (c) of this Section 6 has not been not made within sixty days of a demand by Indemnitee for indemnification of Losses. If the Indemnitee has been determined not to have met the Standard of Conduct, Indemnitee may commence litigation in the Delaware Court of Chancery seeking an initial de novo determination by the court or challenging any such determination or any aspect thereof, including the legal or factual bases therefor, and the facts Company hereby consents to service of process and circumstances relating agrees to appear in any such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in proceeding. Any determination under this Section 6(a) 6 otherwise shall be conclusive and thus is entitled to indemnification for any items set forth in Section 3(a) above, then binding on the Company and Indemnitee. (f) No determination regarding the relevant Standard of Conduct shall indemnify be required before the Company advances Expenses to Indemnitee in accordance with pursuant to Section 6 of this Agreement or shall otherwise affect the decision-makerCompany’s determinationobligations under such Section.

Standard of Conduct. Indemnitee (a) No claim for indemnification shall be entitled to indemnification and/or advancement of Expenses (subject to paid by the provision of an undertaking in compliance with Section 10 in Company unless the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), Company has determined that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s his or her conduct was unlawful. Unless ordered by a court, such determinations shall be made: (i) prior to a Change in Control (a) by a majority vote of the Company’s directors who are not parties to the Proceeding (“Disinterested Directors”) for which indemnification is sought, even though less than a quorum, (b) by a committee of Distinterested Directors designated by a majority vote of the Company’s directors, even though less than a quorum, (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (selected by a majority vote of the Company’s directors and approved by Indemnitee, which approval shall not unreasonably be withheld or delayed) in a written opinion, a copy of which shall be delivered to Indemnitee, or (d) by the Company’s stockholders, or (ii) following a Change in Control, by Independent Counsel (selected by Indemnitee and approved by the Company, which approval shall not unreasonably be withheld or delayed) in a written opinion, a copy of which shall be delivered to Indemnitee. The termination Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including without limitation, a description of any action, suit reason or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption basis for which indemnification has been denied. If it is so determined that Indemnitee did is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including, without limitation, providing to such person, persons or entity upon reasonable advance request any documentation or information which is not act privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom to the fullest extent permitted by applicable law. (b) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith and in a manner which Indemnitee reasonably believed to be in if Indemnitee’s action is based on good faith reliance on (i) the records or not opposed to the best interests books of account of the Company, orincluding financial statements, with respect (ii) information supplied to Indemnitee by the directors or officers of the Company in the course of their duties as to matters Indemnitee reasonably believed were within such other person’s competence, (iii) the advice of legal counsel for the Company, its Board, any criminal action committee of the Board or proceedingany director as to matters Indemnitee reasonably believed were within such other person’s professional or expert competence, had reasonable cause or (iv) information or records given or reports made to believe that Indemniteethe Company, its Board, any committee of the Board or any director, by an independent certified public accountant or by an appraiser or other expert as to matters Indemnitee reasonably believed were within such other person’s conduct was unlawfulprofessional or expert competence. In The provisions of this Section 6 (b) shall not be deemed to be exclusive or to limit in any way the event of a guilty plea by Indemnitee, other circumstances in which the Indemnitee shall remain entitled may be deemed or found to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has have met the applicable standard of conduct set forth in this Section 6(aAgreement. (c) and thus is entitled The knowledge and/or actions, or failure to indemnification for act, of any items set forth in Section 3(a) aboveother director, then officer, trustee, partner, managing member, fiduciary, agent or employee of the Company shall indemnify not be imputed to Indemnitee in accordance with for purposes of determining the decision-maker’s determinationright to indemnification under this Agreement.

Standard of Conduct. Indemnitee Company shall use commercially reasonable efforts, including but not limited to committing the necessary staff, laboratories, offices, equipment and other facilities, to conduct the Research Program, subject to Section 5.1, substantially in accordance with Exhibit A. In the event that LLS has a reasonable basis to believe that Company is not using commercially reasonable efforts to achieve the Milestones and Deliverables set forth on Exhibit C hereto, LLS shall give written notice thereof to Company specifying the basis for such belief Company shall make commercially reasonable good faith efforts to address the concerns of LLS within ** days after Company’s receipt of the notice. If LLS reasonably believes that Company has not done so during such ** day period, LLS shall notify Company within ** days after the expiration of such ** day period, whereupon, LLS and Company shall negotiate in good faith within ** days to attempt to mutually resolve the issue. If the Parties cannot then resolve the issue informally, it shall be entitled to indemnification and/or advancement of Expenses deemed a Dispute (subject as hereinafter defined) and resolved pursuant to the provision provisions of an undertaking Section 14 hereof Notwithstanding anything to the contrary in compliance with Section 10 in the case of a request to advance Expenses), pursuant to this Agreement, only upon Company shall not be deemed to have failed to use commercially reasonable efforts to achieve the Milestones and Deliverables set forth on Exhibit C hereto or to perform the Research Program, in the event one or more of the following events or circumstances (the “Development Exceptions”) is attributable to a determinationfailure or delay in performance by Company that is outside of Company’s reasonable control: (i) the occurrence of adverse events or health, safety or efficacy issues such that the Company determines to hold or delay a study, (ii) any regulatory hold, constraint or restriction is imposed or raised by the FDA or any other regulatory authority; (iii) any Force Majeure event, or (iv) sale of the Product is enjoined or likely to be enjoined based on a reasonable opinion of Company’s outside counsel as a result of allegations of infringement of its intellectual property. For the facts then known in the case avoidance of a request for advancement of Expenses)doubt, that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed Company’s failure to be in or not opposed to the best interests meet one of the Company, and with respect to any criminal action Milestones or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea by Indemnitee, Indemnitee shall remain entitled to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as Deliverables set forth in Section 6(b)(i)-(iv) below. If, in reviewing IndemniteeExhibit C shall not automatically establish Company’s plea and failure to use commercially reasonable efforts to develop the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(a) above, then the Company shall indemnify Indemnitee in accordance with the decision-maker’s determinationProduct.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Nevada law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be entitled deemed made in the affirmative, with respect to a legally required condition to indemnification and/or advancement of Expenses (subject to the provision of an undertaking in compliance with Section 10 and in the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and negative with respect to any criminal action obligation to repay Expense Advances if so determined by any one or proceedingmore of the following: (i) by the holders of a majority of the outstanding common voting stock of the Company (acting at a meeting or by written consent), (ii) by a majority vote of a quorum consisting entirely of Disinterested Directors, (iii) if a majority vote of a quorum consisting entirely of Disinterested Directors so orders, had no reasonable cause by Independent Counsel in a written opinion addressed to believe that the Board, a copy of which shall be delivered to the Indemnitee’s conduct was unlawful. The termination , (iv) if a quorum of Disinterested Directors cannot be obtained, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; or (v) if a Change in Control has occurred since the time of any actionacts or omissions of Indemnitee or the Company that are related to a Claim for which the indemnification is sought, suit or proceeding at the option of Indemnitee, by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and Independent Counsel in a manner written opinion addressed to the Board, a copy of which Indemnitee reasonably believed shall be delivered to Indemnitee. By way of clarification, if holders of a majority of the outstanding voting common stock of the Company vote that Expense Advances are to be in or not opposed to the best interests of the Companyrepaid under clause (i) above, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event but by a majority of a guilty plea by Indemnitee, Indemnitee shall remain entitled quorum consisting entirely of Disinterested Directors votes that Expense advances are not to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(arepaid under clause (ii) above, then the determination under clause (ii) shall control, and the Indemnitee shall have no obligation to repay Expense Advances. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five (5) business days of such request, any and all Expenses incurred by Indemnitee in accordance cooperating with the decision-maker’s determinationperson or persons making such Standard of Conduct Determination (including, without limitation, costs and expenses of legal counsel advising Indemnitee on such matter).

Standard of Conduct. Indemnitee No claim for indemnification shall be entitled to indemnification and/or advancement of Expenses (subject to paid by the provision of an undertaking in compliance with Section 10 in the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), Company unless it has been determined that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s his or her conduct was unlawful. The termination was (1) a Change of any action, suit or proceeding by judgment, order, settlement, convictionControl (as defined in Section 1 of this Agreement) shall have occurred, or upon (2) ordered by a plea court or other tribunal, such determinations of nolo contendere whether the Standard of Conduct has been satisfied shall be made by (A) a majority vote of the directors of the Company who are not parties to the Proceeding, even though less than a quorum, or its equivalent(B) by a committee of such directors designated by a majority vote of such directors, shall noteven though less than a quorum, of itselfor (C) if there are no such directors, create a presumption that Indemnitee did not act in good faith and or if such directors so direct, by independent legal counsel in a manner which Indemnitee reasonably believed to be in written opinion, or not opposed to the best interests (D) by stockholders of the Company. If a Change of Control has occurred, orsuch determination of whether the Standard of Conduct has been satisfied shall be made by independent legal counsel in a written opinion to the Company and Indemnitee. Such independent legal counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company shall pay the fees and expenses of the independent legal counsel and indemnify the independent legal counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement and shall indemnify, reimburse and pay Indemnitee for Expenses incurred in connection with respect such determination. Indemnitee shall be deemed to have met the Standard of Conduct if the determination is not made by the Company within sixty days of receipt by the General Counsel of a written request by Indemnitee for indemnity. If the Indemnitee has been determined not to have met the Standard of Conduct, Indemnitee may commence litigation in any criminal action court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial de novo determination by the court or challenging any such determination or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and agrees to appear in any such proceeding, had reasonable cause to believe that . Any determination under this Section 5 otherwise shall be conclusive and binding on the Company and Indemnitee’s conduct was unlawful. In no event shall a determination be a prerequisite to or affect the event Company’s obligation to advance Expenses to Indemnitee pursuant to Section 3 of a guilty plea by Indemnitee, Indemnitee shall remain entitled to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(a) above, then the Company shall indemnify Indemnitee in accordance with the decision-maker’s determinationAgreement.

Standard of Conduct. Indemnitee No employee, offi- cer or agent of Grantee shall participate in the selection, award or administration of a contract in which Federal funds are used where, to the knowledge of such employee, officer or agent, the employee, officer or agent or such person’s immediate family members, partners or any organization in which such person or such person’s imme- diate family award or administration of the contract, or (2) when such person is negoti- ating or has any arrangement concerning fu- ture employment. The recipient’s officers, employees or agents shall neither solicit nor accept gratuities, favors or anything of mon- etary value from landlords or developers of rental or ownership housing projects in which the persons receiving TSA assistance may be entitled placed as a result of such assistance. Part D—Grantor agrees: 1. That it may assist Grantee, within avail- able appropriations, with such technical and management assistance as needed in plan- ning the project and coordinating the plan with local officials, comprehensive plans, and any State or area plans for improving housing for low-income families in the area in which the project is located. 2. That at its sole discretion, Grantor may at any time give any consent, deferment, subordination, release, satisfaction, or ter- mination of any or all of Grantee’s grant ob- ligations, with or without valuable consider- ation, upon such terms and conditions as Grantor may determine to indemnification and/or advancement be (a) advisable to further the purposes of Expenses the grant or to pro- tect Grantor’s financial interests therein, and (b) consistent with the statutory pur- poses of the grant and the limitations of the statutory authority under which it is made and Grantor’s regulations. This Agreement is subject to current Grantor regulations and any future regula- tions not inconsistent with the provision express terms hereof. Grantee on llllllllll, 19ll, has caused this Agreement to be exe- cuted by its duly authorized lllllllll and attested and its cor- porate seal affixed by its duly authorized llllllll. Attest: llllllllllllllllllllllll Grantee llllllllllllllllllllllll By llllllllllllllllllllll (Title) By llllllllllllllllllllll (Title) Grantor United States of an undertaking in compliance with Section 10 America Farmers Home Administration or its suc- cessor agency under Public Law 103–354 By llllllllllllllllllllll llllllllllllllllllllllll (Title) Exhibit B to Subpart K of Part 1944— Administrative Instructions for State Offices Regarding Their Responsibilities in the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests Adminis- tration of the CompanyTechnical and Su- pervisory Assistance Grant Pro- gram A. The State Office will maintain for dis- tribution to potential applicants, and with respect to any criminal action or proceedingupon re- quest, had no reasonable cause to believe that Indemnitee’s conduct was unlawfula supply of preapplication packets consisting of: 1. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere SF 424.1. 2. Form FmHA or its equivalentsuccessor agency under Public Law 103–354 400–1, shall not‘‘Equal Op- portunity Agreement.’’ 3. Form FmHA or its successor agency under Public Law 103–354 400–4, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful‘‘Assurance Agreement.’’ 4. In the event of a guilty plea by Indemnitee, Indemnitee shall remain entitled to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(a) above, then the Company shall indemnify Indemnitee Environmental review documentation in accordance with 7 CFR part 1970. 5. Subpart K of part 1944 of this chapter. B. The State Office should inform all po- tential applicants, at the decisiontime they pick up forms, that: 1. The preapplication must be submitted to the District Office serving the area in which the applicant proposes to operate the Tech- nical and Supervisory Assistance (TSA) pro- gram. 2. The State Office will refer all requests for assistance in completing the preapplication to the appropriate District Office. C. Beyond the responsibilities of the State Office in the selection of grantees and the administration of the program, and as stated in § 1944.502 of this subpart, the TSA program provides an opportunity for the State Direc- tor to give priority to applicants serving the rural areas of greatest need as well as use the program cooperatively with other Fed- eral and State agencies in addressing the housing needs of the residents of a proposed TSA service area. Therefore, the State Office should be prepared, before receipt of preapplications, to advise the District Direc- tors, potential applicants and other Federal and State agencies which part(s) of the State has the greatest need for the TSA program. The State Director should identify target areas in a similar manner to the process used by the Administrator pursuant to § 1944.525 of this subpart. Proposals which are clearly in- appropriate and do not meet the basic prior- ities of § 1944.529 (a) of this subpart should not be encouraged due to the complexity of the preapplication submission. D. In addition to the instructions of § 1944.526 of this subpart, the State Office should follow the procedures outlined below: 1. Review preapplications for completeness and adequacy and make assessments re- quired by § 1944.526(c)(1) of this subpart. 2. Request clarifications from the District Office if necessary. 3. Evaluate the proposals in light of § 1944.529 of this subpart and select the pro- posal(s) which best meets the priorities es- tablished under the project selection criteria in § 1944.529 (a), (b) and (c) of this subpart. 4. The State Office must provide written comments to be attached to the preapplication(s) justifying the selection(s) and addressing the items in § 1944.529 of this subpart. 5. The State Office will forward the origi- nal SF 424.1 and accompanying documents of the selected preapplication(s) as quickly as possible to the National Office, Attention: Special Authorities Division, Multi-maker’s determination.Family Housing. In no case should the State Office forward their selected TSA preapplication(s)

Standard of Conduct. To the extent that the provisions of Section 9(a) [Mandatory Indemnification; Indemnification as a Witness] are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be entitled to indemnification and/or advancement made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of Expenses the Disinterested Directors, even if less than a quorum of the Board, (subject B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the provision Board, a copy of an undertaking which shall be delivered to Indemnitee; and (ii) if a Change in compliance with Section 10 in the case of a request to advance Expenses), pursuant to this Agreement, only upon a determinationControl shall have occurred, (based on A) if the facts then known Indemnitee so requests in writing, by a majority vote of the case Disinterested Directors, even if less than a quorum of a request for advancement of Expenses)the Board or (B) otherwise, that Indemnitee acted in good faith and by Independent Counsel in a manner Indemnitee reasonably believed to be in or not opposed written opinion addressed to the best interests Board, a copy of the Company, and with respect which shall be delivered to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The termination of any actionCompany shall indemnify and hold harmless Indemnitee against and, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea if requested by Indemnitee, shall reimburse Indemnitee shall remain entitled for, or advance to indemnification; providedIndemnitee, howeverwithin thirty (30) days of such request, that following such plea any and all Expenses incurred by Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(a) above, then the Company shall indemnify Indemnitee in accordance cooperating with the decision-maker’s determinationperson or persons making such Standard of Conduct Determination.

Standard of Conduct. Indemnitee shall be entitled to indemnification and/or advancement of Expenses (subject to the provision of an undertaking in compliance with Section 10 in the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea by Indemnitee, Indemnitee shall remain entitled to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility a) No claim for indemnification shall be paid by Company unless it has been determined as set forth that Indemnitee shall have met the Standard of Conduct. (b) Unless a Change in Control shall have occurred, and unless otherwise ordered by a court, such determinations shall be made by (i) a majority vote of Company’s directors who are not parties to the Proceeding for which indemnification is sought, even though less than a quorum, (ii) by a committee of such directors designated by a majority vote of the Company’s directors, even though less than a quorum, (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) if the Board shall so direct, by the Company’s stockholders. (c) If a Change in Control shall have occurred, unless otherwise ordered by a court, such determination shall be made by independent legal counsel in a written opinion. (d) If any determination pursuant to this Section 6(b)(i)-(iv7 shall be made by independent legal counsel, such counsel shall be selected, (i) below. Ifif a Change in Control shall not have occurred, by the directors of the Company described in clause (b)(i) or (b)(ii) of this Section 7, in reviewing their sole discretion and (ii) if a Change in Control shall have occurred, by such directors, subject to the consent of Indemnitee’s plea , which consent may not be unreasonably withheld, conditioned or delayed. (e) Indemnitee shall be deemed to have met the relevant Standard of Conduct if a determination pursuant to clause (b) or (c) of this Section 7 has not been made within sixty days of a demand by Indemnitee for indemnification of Losses. If the Indemnitee has been determined not to have met the Standard of Conduct, Indemnitee may commence litigation in the Delaware Court of Chancery seeking an initial de novo determination by the court or challenging any such determination or any aspect thereof, including the legal or factual bases therefor, and the facts Company hereby consents to service of process and circumstances relating agrees to appear in any such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in proceeding. Any determination under this Section 6(a) 6 otherwise shall be conclusive and thus is entitled to indemnification for any items set forth in Section 3(a) above, then binding on the Company and Indemnitee. (f) No determination regarding the relevant Standard of Conduct shall indemnify be required before the Company advances Expenses to Indemnitee in accordance with pursuant to Section 7 of this Agreement or shall otherwise affect the decision-makerCompany’s determinationobligations under such Section.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a "Standard of Conduct Determination") shall be made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) if Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. Indemnitee shall be entitled cooperate with the persons making such determination, including providing to indemnification and/or advancement of such persons, upon reasonable request, any documentation or information that is not privileged or otherwise protected from disclosure and which is reasonable available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (subject to including attorney's fees and disbursements) incurred by Indemnitee in so cooperating with the provision of an undertaking in compliance with Section 10 in person, persons or entity making such determination shall be borne by the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, Company (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests irrespective of the Company, determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption determination that Indemnitee did is or is not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea by Indemnitee, Indemnitee shall remain entitled to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility including a description of any reason or basis for which indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(a) above, then the Company shall indemnify Indemnitee in accordance with the decision-maker’s determinationbeen denied.

Standard of Conduct. Indemnitee (a) No claim for indemnification shall be entitled to indemnification and/or advancement of Expenses (subject to paid by the provision of an undertaking in compliance with Section 10 in Company unless the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), Company has determined that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s his or her conduct was unlawful. Unless ordered by a court, such determinations shall be made: (i) prior to a Change in Control (a) by a majority vote of the Company’s directors who are not parties to the Proceeding (“Disinterested Directors”) for which indemnification is sought, even though less than a quorum, (b) by a committee of Disinterested Directors designated by a majority vote of the Company’s directors, even though less than a quorum, (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (selected by a majority vote of the Company’s directors and approved by Indemnitee, which approval shall not unreasonably be withheld or delayed) in a written opinion, a copy of which shall be delivered to Indemnitee, or (d) by the Company’s stockholders, or (ii) following a Change in Control, by Independent Counsel (selected by Indemnitee and approved by the Company, which approval shall not unreasonably be withheld or delayed) in a written opinion, a copy of which shall be delivered to Indemnitee. The termination Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including without limitation, a description of any action, suit reason or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption basis for which indemnification has been denied. If it is so determined that Indemnitee did is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including, without limitation, providing to such person, persons or entity upon reasonable advance request any documentation or information which is not act privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom to the fullest extent permitted by applicable law. (b) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith and in a manner which Indemnitee reasonably believed to be in if Indemnitee’s action is based on good faith reliance on (i) the records or not opposed to the best interests books of account of the Company, orincluding financial statements, with respect (ii) information supplied to Indemnitee by the directors or officers of the Company in the course of their duties as to matters Indemnitee reasonably believed were within such other person’s competence, (iii) the advice of legal counsel for the Company, its Board, any criminal action committee of the Board or proceedingany director as to matters Indemnitee reasonably believed were within such other person’s professional or expert competence, had reasonable cause or (iv) information or records given or reports made to believe that Indemniteethe Company, its Board, any committee of the Board or any director, by an independent certified public accountant or by an appraiser or other expert as to matters Indemnitee reasonably believed were within such other person’s conduct was unlawfulprofessional or expert competence. In The provisions of this Section 6(b) shall not be deemed to be exclusive or to limit in any way the event of a guilty plea by Indemnitee, other circumstances in which the Indemnitee shall remain entitled may be deemed or found to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has have met the applicable standard of conduct set forth in this Section 6(aAgreement. (c) and thus is entitled The knowledge and/or actions, or failure to indemnification for act, of any items set forth in Section 3(a) aboveother director, then officer, trustee, partner, managing member, fiduciary, agent or employee of the Company shall indemnify not be imputed to Indemnitee in accordance with for purposes of determining the decision-maker’s determinationright to indemnification under this Agreement.

Standard of Conduct. Indemnitee (a) No claim for indemnification shall be entitled to indemnification and/or advancement of Expenses (subject to paid by the provision of an undertaking in compliance with Section 10 in Company unless the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), Company has determined that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s his or her conduct was unlawful. Unless ordered by a court, such determinations shall be made: (i) prior to a Change in Control (a) by a majority vote of the Company’s directors who are not parties to the Proceeding for which indemnification is sought, even though less than a quorum, (b) by a committee of such directors designated by a majority vote of the Company’s directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, by Independent Counsel (selected by a majority vote of the Company’s directors and approved by Indemnitee, which approval shall not unreasonably be withheld or delayed) in a written opinion, a copy of which shall be delivered to Indemnitee, or (d) by the Company’s stockholders, or (ii) following a Change in Control, by Independent Counsel (selected by Indemnitee and approved by the Company, which approval shall not unreasonably be withheld or delayed) in a written opinion, a copy of which shall be delivered to Indemnitee. The termination Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including without limitation, a description of any action, suit reason or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption basis for which indemnification has been denied. If it is so determined that Indemnitee did is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including, without limitation, providing to such person, persons or entity upon reasonable advance request any documentation or information which is not act privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom to the fullest extent permitted by applicable law. (b) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith and in a manner which Indemnitee reasonably believed to be in if Indemnitee’s action is based on good faith reliance on (i) the records or not opposed to the best interests books of account of the Company, orincluding financial statements, with respect (ii) information supplied to Indemnitee by the directors or officers of the Company in the course of their duties as to matters Indemnitee reasonably believed were within such other person’s competence, (iii) the advice of legal counsel for the Company, its Board, any criminal action committee of the Board or proceedingany director as to matters Indemnitee reasonably believed were within such other person’s professional or expert competence, had reasonable cause or (iv) information or records given or reports made to believe that Indemniteethe Company, its Board, any committee of the Board or any director, by an independent certified public accountant or by an appraiser or other expert as to matters Indemnitee reasonably believed were within such other person’s conduct was unlawfulprofessional or expert competence. In The provisions of this Section 6(b) shall not be deemed to be exclusive or to limit in any way the event of a guilty plea by Indemnitee, other circumstances in which the Indemnitee shall remain entitled may be deemed or found to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has have met the applicable standard of conduct set forth in this Section 6(aAgreement. (c) and thus is entitled The knowledge and/or actions, or failure to indemnification for act, of any items set forth in Section 3(a) aboveother director, then officer, trustee, partner, managing member, fiduciary, agent or employee of the Company shall indemnify not be imputed to Indemnitee in accordance with for purposes of determining the decision-maker’s determinationright to indemnification under this Agreement.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Nevada law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a "Standard of Conduct Determination") shall be entitled to indemnification and/or advancement made as follows: (i) by a majority vote of Expenses a quorum consisting entirely of Disinterested Directors, (subject ii) if a majority vote of a quorum consisting entirely of Disinterested Directors so orders, by Independent Counsel in a written opinion addressed to the provision Board, a copy of an undertaking in compliance with Section 10 in which shall be delivered to the case Indemnitee, (iii) if a quorum of a request to advance Expenses)Disinterested Directors cannot be obtained, pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and by Independent Counsel in a manner Indemnitee reasonably believed to be in or not opposed written opinion addressed to the best interests Board, a copy of which shall be delivered to the CompanyIndemnitee, and with respect or (iv) if a Change in Control has occurred since the time of any acts or omissions of Indemnitee or the Company that are related to any criminal action or proceedinga Claim for which the indemnification is sought, had no reasonable cause at the option of Indemnitee, by Independent Counsel in a written opinion addressed to believe that the Board, a copy of which shall be delivered to Indemnitee’s conduct was unlawful. The termination of any actionCompany shall indemnify and hold harmless Indemnitee against and, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea if requested by Indemnitee, shall reimburse Indemnitee shall remain entitled for, or advance to indemnification; providedIndemnitee, howeverwithin 15 business days of such request, that following such plea any and all Expenses incurred by Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(a) above, then the Company shall indemnify Indemnitee in accordance cooperating with the decision-maker’s determinationperson or persons making such Standard of Conduct Determination.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made (i) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (ii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, or (iii) at the election of Indemnitee in his or her sole discretion, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and Indemnitee shall be entitled cooperate with the persons making such determination, including providing to indemnification and/or advancement of such persons, upon reasonable request, any documentation or information that is not privileged or otherwise protected from disclosure and which is reasonable available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (subject to including attorney’s fees and disbursements) incurred by Indemnitee in so cooperating with the provision of an undertaking in compliance with Section 10 in person, persons or entity making such determination shall be borne by the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, Company (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests irrespective of the Company, determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption determination that Indemnitee did is or is not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea by Indemnitee, Indemnitee shall remain entitled to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility including a description of any reason or basis for which indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(a) above, then the Company shall indemnify Indemnitee in accordance with the decision-maker’s determinationbeen denied.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows: (i) if a Change in Control shall not have occurred, or if a Change in Control shall have occurred but Indemnitee shall have requested that the Standard of Conduct Determination be entitled to indemnification and/or advancement of Expenses (subject to the provision of an undertaking in compliance with Section 10 in the case of a request to advance Expenses), made pursuant to this Agreement, only upon a determinationclause (i), (based on A) by a majority vote of the facts then known in Disinterested Directors, even if less than a quorum of the case Board, (B) if such Disinterested Directors so direct, by a majority vote of a request for advancement committee of ExpensesDisinterested Directors designated by a majority vote of all Disinterested Directors, or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred and Indemnitee shall not have requested that the Standard of Conduct Determination be made pursuant to clause (i), that Indemnitee acted in good faith and by Independent Counsel in a manner Indemnitee reasonably believed to be in or not opposed written opinion addressed to the best interests Board, a copy of which shall be delivered to Indemnitee. Indemnitee will cooperate with the Companyperson or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and with respect which is reasonably available to any criminal action or proceeding, had no reasonable cause Indemnitee and reasonably necessary to believe that Indemnitee’s conduct was unlawfulsuch determination. The termination of any actionCompany shall indemnify and hold harmless Indemnitee against and, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea if requested by Indemnitee, shall reimburse Indemnitee shall remain entitled for, or advance to indemnification; providedIndemnitee, howeverwithin five business days of such request, that following such plea any and all Expenses incurred by Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(a) above, then the Company shall indemnify Indemnitee in accordance so cooperating with the decision-maker’s determinationperson or persons making such Standard of Conduct Determination.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Nevada law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be entitled to indemnification and/or advancement made as follows: (i) by the holders of Expenses a majority of the outstanding common voting stock of the Company (subject acting at a meeting or by written consent), Indemnification Agreement | 7 (ii) by a majority vote of a quorum consisting entirely of Disinterested Directors, (iii) if a majority vote of a quorum consisting entirely of Disinterested Directors so orders, by Independent Counsel in a written opinion addressed to the provision Board, a copy of an undertaking in compliance with Section 10 in the case which shall be delivered to Indemnitee, (iv) if a quorum of a request to advance Expenses)Disinterested Directors cannot be obtained, pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and by Independent Counsel in a manner Indemnitee reasonably believed to be in or not opposed written opinion addressed to the best interests Board, a copy of which shall be delivered to Indemnitee; or (v) if a Change in Control has occurred since the Companytime of any acts or omissions of Indemnitee or the Company that are related to a Claim for which the indemnification is sought, and with respect at the option of Indemnitee, by Independent Counsel in a written opinion addressed to any criminal action or proceedingthe Board, had no reasonable cause a copy of which shall be delivered to believe that Indemnitee’s conduct was unlawful. The termination of any actionCompany shall indemnify and hold harmless Indemnitee against and, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea if requested by Indemnitee, shall reimburse Indemnitee shall remain entitled for, or advance to indemnification; providedIndemnitee, howeverwithin thirty (30) days of such request, that following such plea any and all Expenses incurred by Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(a) above, then the Company shall indemnify Indemnitee in accordance cooperating with the decision-maker’s determinationperson or persons making such Standard of Conduct Determination (including, without limitation, costs and expenses of legal counsel advising Indemnitee on such matter).

Standard of Conduct. To the extent that the provisions of Section 10(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be entitled to indemnification and/or advancement made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of Expenses the Disinterested Directors, even if less than a quorum of the Board, (subject B) by a committee of Disinterested Directors designated by a majority vote of the 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 Counsel in a written opinion addressed to the provision Board, a copy of an undertaking in compliance with Section 10 in which shall be delivered to Indemnitee or (D) if so directed by the case of a request to advance Expenses)Board, pursuant to this Agreement, only upon a determination, (based on by the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests stockholders of the Company; and (ii) if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee in writing, shall reimburse Indemnitee for, or advance to Indemnitee, within twenty (20) calendar days of such request, any and all Expenses actually and reasonably incurred by Indemnitee in cooperating with the Person or Persons making such Standard of Conduct Determination (irrespective of the determination as to Indemnitee’s entitlement to indemnification). The Company promptly will advise Indemnitee in writing with respect to any criminal action or proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption determination that Indemnitee did is or is not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea by Indemnitee, Indemnitee shall remain entitled to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility including a description of any reason or basis for which indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(a) above, then the Company shall indemnify Indemnitee in accordance with the decision-maker’s determinationbeen denied.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Nevada law that is a legally required condition to indemnification of Indemnitee hereunder against Indemnification Agreement | 7 Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a "Standard of Conduct Determination") shall be entitled deemed made in the affirmative, with respect to a legally required condition to indemnification and/or advancement of Expenses (subject to the provision of an undertaking in compliance with Section 10 and in the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and negative with respect to any criminal action obligation to repay Expense Advances if so determined by any one or proceedingmore of the following: (i) by the holders of a majority of the outstanding common voting stock of the Company (acting at a meeting or by written consent), (ii) by a majority vote of a quorum consisting entirely of Disinterested Directors, (iii) if a majority vote of a quorum consisting entirely of Disinterested Directors so orders, had no reasonable cause by Independent Counsel in a written opinion addressed to believe that the Board, a copy of which shall be delivered to the Indemnitee’s conduct was unlawful. The termination , (iv) if a quorum of Disinterested Directors cannot be obtained, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; or (v) if a Change in Control has occurred since the time of any actionacts or omissions of Indemnitee or the Company that are related to a Claim for which the indemnification is sought, suit or proceeding at the option of Indemnitee, by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and Independent Counsel in a manner written opinion addressed to the Board, a copy of which Indemnitee reasonably believed shall be delivered to Indemnitee. By way of clarification, if holders of a majority of the outstanding voting common stock of the Company vote that Expense Advances are to be in or not opposed to the best interests of the Companyrepaid under clause (i) above, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event but by a majority of a guilty plea by Indemnitee, Indemnitee shall remain entitled quorum consisting entirely of Disinterested Directors votes that Expense advances are not to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(arepaid under clause (ii) above, then the determination under clause (ii) shall control, and the Indemnitee shall have no obligation to repay Expense Advances. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five (5) business days of such request, any and all Expenses incurred by Indemnitee in accordance cooperating with the decision-maker’s determinationperson or persons making such Standard of Conduct Determination (including, without limitation, costs and expenses of legal counsel advising Indemnitee on such matter).

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be entitled made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to indemnification and/or advancement the Board, a copy of Expenses which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel, selected by the Indemnitee, subject to the provision reasonable approval of an undertaking in compliance with Section 10 in the case of a request to advance Expenses)Board, pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed written opinion addressed to the best interests Board, a copy of which shall be delivered to Indemnitee. Indemnitee and the CompanyCompany shall cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and with respect which is reasonably available to any criminal action or proceeding, had no reasonable cause Indemnitee and reasonably necessary to believe that Indemnitee’s conduct was unlawfulsuch determination. The termination of any actionCompany shall indemnify and hold harmless Indemnitee against and, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event of a guilty plea if requested by Indemnitee, shall reimburse Indemnitee shall remain entitled for, or advance to indemnification; providedIndemnitee, howeverwithin thirty (30) days of such request, that following such plea any and all Expenses incurred by Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(a) above, then the Company shall indemnify Indemnitee in accordance cooperating with the decision-maker’s determinationperson or persons making such Standard of Conduct Determination.

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Nevada law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a "Standard of Conduct Determination") shall be entitled deemed made in the affirmative, with respect to a legally required condition to indemnification and/or advancement of Expenses (subject to the provision of an undertaking in compliance with Section 10 and in the case of a request to advance Expenses), pursuant to this Agreement, only upon a determination, (based on the facts then known in the case of a request for advancement of Expenses), that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and negative with respect to any criminal action obligation to repay Expense Advances if so determined by any one or proceedingmore of the following:: (i) by the holders of a majority of the outstanding common voting stock of the Company (acting at a meeting or by written consent), (ii) by a majority vote of a quorum consisting entirely of Disinterested Directors, (iii) if a majority vote of a quorum consisting entirely of Disinterested Directors so orders, had no reasonable cause by Independent Counsel in a written opinion addressed to believe that the Board, a copy of which shall be delivered to the Indemnitee’s conduct was unlawful. The termination , (iv) if a quorum of Disinterested Directors cannot be obtained, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; or (v) if a Change in Control has occurred since the time of any actionacts or omissions of Indemnitee or the Company that are related to a Claim for which the indemnification is sought, suit or proceeding at the option of Indemnitee, by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and Independent Counsel in a manner written opinion addressed to the Board, a copy of which Indemnitee reasonably believed shall be delivered to Indemnitee. By way of clarification, if holders of a majority of the outstanding voting common stock of the Company vote that Expense Advances are to be in or not opposed to the best interests of the Companyrepaid under clause (i) above, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful. In the event but by a majority of a guilty plea by Indemnitee, Indemnitee shall remain entitled quorum consisting entirely of Disinterested Directors votes that Expense advances are not to indemnification; provided, however, that following such plea Indemnitee in good faith requests indemnification. Indemnitee’s eligibility for indemnification shall be determined as set forth in Section 6(b)(i)-(iv) below. If, in reviewing Indemnitee’s plea and the facts and circumstances relating to such plea, the decision-maker identified in Sections 6(b)(i)-(iv) below determines that Indemnitee has met the standard of conduct set forth in this Section 6(a) and thus is entitled to indemnification for any items set forth in Section 3(arepaid under clause (ii) above, then the determination under clause (ii) shall control, and the Indemnitee shall have no obligation to repay Expense Advances. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five (5) business days of such request, any and all Expenses incurred by Indemnitee in accordance cooperating with the decision-maker’s determinationperson or persons making such Standard of Conduct Determination (including, without limitation, costs and expenses of legal counsel advising Indemnitee on such matter).