Common use of Expense Advances Clause in Contracts

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if so requested by Indemnitee, the Company shall advance (within twenty calendar days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that such an Expense Advance shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company as contemplated by Section 145(e) of Delaware General Corporation Law as in effect on the date hereof or as may be amended from time to time, and (ii) such other terms and conditions, if any, as the Board of Directors deems appropriate. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 6, any Determination made under Section 4.1 that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if If so requested by Indemnitee, the Company shall advance (shall, within twenty calendar 10 business days of after such request) any and , advance all Expenses to Indemnitee (an “Expense Advance”); provided . Notwithstanding the foregoing, to the extent that such an Expense Advance the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified reimbursed by Indemnitee for all such amounts, and Indemnitee hereby agrees to reimburse the Company as contemplated by Section 145(e) of Delaware General Corporation Law as in effect on promptly for the date hereof or as may be amended from time to time, and (ii) such other terms and conditions, if any, as the Board of Directors deems appropriatesame. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 64, any Determination determination made under Section 4.1 by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which and all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured, and no interest shall be charged thereon.

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if If so requested by Indemnitee, the Company Corporation shall advance (within twenty calendar ten business days of such request) any and , advance all Expenses to Indemnitee (an “"Expense Advance”advance"); provided . Notwithstanding the foregoing, to the extent that such an Expense Advance the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Corporation shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified reimbursed by the Company as contemplated by Section 145(e) of Delaware General Corporation Law as in effect on the date hereof or as may be amended from time to timeIndemnitee for all such amounts, and (ii) such other terms and conditions, if any, as Indemnitee hereby agrees to reimburse the Board of Directors deems appropriateCorporation promptly for the same. If Indemnitee has commenced or commences legal proceedings Proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, law as provided in Section 6paragraph 4, any Determination determination made under Section 4.1 by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company Corporation for any Expense Advance advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Corporation for Expense advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if If so requested by Indemnitee, the Company shall advance (within twenty calendar ten business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”"); provided that, if and to the extent that such an Expense Advance the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified reimbursed by Indemnitee (who hereby agrees to reimburse the Company as contemplated by Section 145(eCompany) of Delaware General Corporation Law as in effect on the date hereof or as may be amended from time to time, and (ii) for all such other terms and conditions, if any, as the Board of Directors deems appropriateamounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 64, any Determination determination made under Section 4.1 by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).. Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. VistaGen Therapeutics, Inc., a Nevada corporation Indemnification Agreement with H. Xxxxx Xxxxxxxxx, Ph. D. May 20, 2013

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if If so requested by Indemnitee, the Company shall advance (within twenty calendar ten business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”"); provided that, if and to the extent that such an Expense Advance the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified reimbursed by Indemnitee (who hereby agrees to reimburse the Company as contemplated by Section 145(eCompany) of Delaware General Corporation Law as in effect on the date hereof or as may be amended from time to time, and (ii) for all such other terms and conditions, if any, as the Board of Directors deems appropriateamounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 64, any Determination determination made under Section 4.1 by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).. Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. VistaGen Therapeutics, Inc., a Nevada corporation Indemnification Agreement with Xxxxx X. Xxxxx May 20, 2013

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if If so requested by Indemnitee, the Company shall advance (shall, within twenty calendar 10 business days of after such request) any and , advance all Expenses to Indemnitee (an “"Expense Advance”"); provided . Notwithstanding the foregoing, to the extent that such an Expense Advance the reviewing party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified reimbursed by Indemnitee for all such amounts, and Indemnitee hereby agrees to reimburse the Company as contemplated by Section 145(e) of Delaware General Corporation Law as in effect on promptly for the date hereof or as may be amended from time to time, and (ii) such other terms and conditions, if any, as the Board of Directors deems appropriatesame. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 64, any Determination determination made under Section 4.1 by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance expense advance until a final judicial determination is made with respect thereto (as to which and all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for expense advances shall be unsecured, and no interest shall be charged thereon.

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if If so requested by Indemnitee, the Company Corporation shall advance (within twenty calendar ten business days of such request) any and , advance all Expenses to Indemnitee (an “"Expense Advance”"); provided . Notwithstanding the foregoing, to the extent that such an Expense Advance the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Corporation shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified reimbursed by the Company as contemplated by Section 145(e) of Delaware General Corporation Law as in effect on the date hereof or as may be amended from time to timeIndemnitee for all such amounts, and (ii) such other terms and conditions, if any, as Indemnitee hereby agrees to reimburse the Board of Directors deems appropriateCorporation promptly for the same. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, law as provided in Section 6paragraph 4, any Determination determination made under Section 4.1 by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company Corporation for any Expense Advance expense advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Corporation for expense advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if If so requested by Indemnitee, the Company shall advance (within twenty calendar ten business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”"); provided that, if and to the extent that such an Expense Advance the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified reimbursed by Indemnitee (who hereby agrees to reimburse the Company as contemplated by Section 145(eCompany) of Delaware General Corporation Law as in effect on the date hereof or as may be amended from time to time, and (ii) for all such other terms and conditions, if any, as the Board of Directors deems appropriateamounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 64, any Determination determination made under Section 4.1 by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).. Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. VistaGen Therapeutics, Inc., a Nevada corporation Indemnification Agreement with Xxx X. Xxxx May 20, 2013

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if If so requested by Indemnitee, the Company shall advance (within twenty calendar ten business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”"); provided that, if and to the extent that such an Expense Advance the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified reimbursed by Indemnitee (who hereby agrees to reimburse the Company as contemplated by Section 145(eCompany) of Delaware General Corporation Law as in effect on the date hereof or as may be amended from time to time, and (ii) for all such other terms and conditions, if any, as the Board of Directors deems appropriateamounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 64, any Determination determination made under Section 4.1 by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding 405 4 and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if If so requested by an Indemnitee, the Company shall advance (within twenty calendar ten (10) business days of the Company's receipt of such request) any and all reasonable Expenses to Indemnitee (an “"EXPENSE ADVANCE"), subject to repayment by the Indemnitee of all such Expense Advance”); provided Advances, if it shall be determined by final judgment of a court, tribunal or arbitration panel of competent jurisdiction that such an Expense Advance shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is was not entitled to be indemnified by the Company as contemplated by Section 145(e) of Delaware General Corporation Law as in effect on the date hereof or as may be amended from time to time, and (ii) such other terms and conditions, if any, as the Board of Directors deems appropriateindemnification hereunder. If an Indemnitee has commenced or commences legal proceedings or arbitration in a court court, tribunal or arbitration venue of competent jurisdiction to secure a determination that such Indemnitee should be indemnified under applicable law, as provided in Section 614, any Determination determination made under Section 4.1 by the Company that such Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and such Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have either been exhausted or have lapsed). An Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if If so requested by Indemnitee, the Company shall advance (within twenty calendar ten business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”"); provided that, if and to the extent that such an Expense Advance the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified reimbursed by Indemnitee (who hereby agrees to reimburse the Company as contemplated by Section 145(eCompany) of Delaware General Corporation Law as in effect on the date hereof or as may be amended from time to time, and (ii) for all such other terms and conditions, if any, as the Board of Directors deems appropriateamounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 64, any Determination determination made under Section 4.1 by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).. Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. VistaGen Therapeutics, Inc., a Nevada corporation Indemnification Agreement with Xxxxx X. Xxxxxxxxx, Ph. D. May 20, 2013

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if If so requested by Indemnitee, the Company Corporation shall advance within ten (within twenty calendar 10) business days of such request) any and , advance all Expenses to Indemnitee (an “‘‘Expense Advance”’’); provided . Notwithstanding the foregoing, to the extent that such an Expense Advance the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Corporation shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified reimbursed by the Company as contemplated by Section 145(e) of Delaware General Corporation Law as in effect on the date hereof or as may be amended from time to timeIndemnitee for all such amounts, and (ii) such other terms and conditions, if any, as Indemnitee hereby agrees to reimburse the Board of Directors deems appropriateCorporation promptly for the same. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, law as provided in Section 64, any Determination determination made under Section 4.1 by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company Corporation for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Corporation for Expense Advances shall be unsecured and no interest shall be charged thereon.

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if If so requested by Indemnitee, the Company shall advance (within twenty calendar ten business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”"); provided that, if and to the extent that such an Expense Advance the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified reimbursed by Indemnitee (who hereby agrees to reimburse the Company as contemplated by Section 145(eCompany) of Delaware General Corporation Law as in effect on the date hereof or as may be amended from time to time, and (ii) for all such other terms and conditions, if any, as the Board of Directors deems appropriateamounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 64, any Determination determination made under Section 4.1 by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed).. Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. VistaGen Therapeutics, Inc., a Nevada corporation Indemnification Agreement with Xxxxxxx X. Xxxxxx May 20, 2013

Expense Advances. Notwithstanding Section 4.1, the outcome of any Determination, or the absence of any Determination, if If so requested by Indemnitee, the Company shall advance (Bancorp shall, within twenty calendar ten business days of such request) any and , advance all Expenses to Indemnitee (an “Expense Advance”); provided . Notwithstanding the foregoing, to the extent that such an Expense Advance the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, Bancorp shall be made only upon (i) delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified reimbursed by the Company as contemplated by Section 145(e) of Delaware General Corporation Law as in effect on the date hereof or as may be amended from time to timeIndemnitee for all such amounts, and (ii) such other terms and conditions, if any, as Indemnitee hereby agrees to reimburse Bancorp promptly for the Board of Directors deems appropriatesame. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 6section 4, any Determination determination made under Section 4.1 by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company Bancorp for any Expense Advance until a final judicial determination is made with respect thereto (as to which and all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligations to reimburse Bancorp for Expense Advances shall be unsecured and no interest shall be charged thereon.