Common use of Advancement and Repayment of Expenses Clause in Contracts

Advancement and Repayment of Expenses. (a) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses (including legal fees and expenses) actually and reasonably paid or incurred by Indemnitee in connection with any Indemnifiable Claim within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (b) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(b) of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee to reimburse the Company for all reasonable expenses paid by the Company in respect of expenses relating to, arising out of or resulting from any Indemnifiable Claim or any claim by Indemnitee for indemnification by the Company, as provided for in Section 4(b) of this Agreement, in the event and only to the extent it shall be ultimately determined by a final judicial decision from which there is no further right of appeal, that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement.

Advancement and Repayment of Expenses. (a) Indemnitee Notwithstanding any other provision of this Agreement, Corporation shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and advance all expenses (including legal fees and expenses) actually and reasonably paid or Expenses incurred by or on behalf of Indemnitee in connection with any Indemnifiable Claim Proceeding by reason of the fact that Indemnitee is, was or at any time becomes a director, officer, employee or agent of Corporation, or is or was serving or at any time serves at the request of Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, within ten (10) days after the receipt by Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if required as provided herein. The obligation of Corporation to advance Expenses pursuant to this Section 11 shall be subject to the condition that, if, when and to the extent that Corporation determines that Indemnitee would not be permitted to be indemnified under applicable law, Corporation shall be entitled to be reimbursed, within thirty (30) days after receiving from of such determination, by Indemnitee copies of invoices presented (who hereby agrees to Indemnitee reimburse Corporation) for all such expenses. amounts theretofore paid; provided, however, that if Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (b) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(b) of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b)12 hereof, has commenced or thereafter commences legal proceedings in a court of competent jurisdiction or an arbitration to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by Corporation that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee not be required to reimburse the Company Corporation for all reasonable expenses paid by the Company in respect any advance of expenses relating to, arising out of or resulting from any Indemnifiable Claim or any claim by Indemnitee for indemnification by the Company, as provided for in Section 4(b) of this Agreement, in the event and only to the extent it shall be ultimately determined by Expenses until a final judicial decision from determination is made with respect thereto (as to which there is no further right all rights of appeal, that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement appeal therefrom have been exhausted or otherwise, to be indemnified by the Company for such expenses. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreementlapsed).

Advancement and Repayment of Expenses. (a) The Expenses incurred by Indemnitee in defending and investigating any Proceeding shall have the right to advancement be advanced by the Company, RBB prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses (including legal fees and expenses) actually and reasonably paid or incurred by Indemnitee in connection with any Indemnifiable Claim within thirty (30) days such Proceeding after receiving from Indemnitee the copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right Expenses, but only if Indemnitee shall undertake in the form attached as Exhibit A to repay such advancement advances to the extent, that it is ultimately determined that the Indemnitee is not subject entitled to indemnification. Any advance required hereunder shall be deemed to have been approved by the Board of Directors of RBB. In determining whether or not to make an advance hereunder, the ability of Indemnitee to repay shall not be a factor. In the event that RBB shall be obligated under this Section 6 to pay the Expenses of any Proceeding against Indemnitee, RBB, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by RBB, RBB will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the satisfaction of any standard of conduct. same Proceeding, provided that (bi) Indemnitee shall have the right to advancement employ his counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by RBB, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between RBB and the CompanyIndemnitee in the conduct of such defense or (C) RBB shall not, prior in fact, have employed counsel to assume the final disposition defense of such Proceeding, then the fees and expenses of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(b) of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee to reimburse the Company for all reasonable expenses paid by the Company in respect of expenses relating to, arising out of or resulting from any Indemnifiable Claim or any claim by Indemnitee for indemnification by the Company, as provided for in Section 4(b) of this Agreement, in the event and only to the extent it shall be ultimately determined by a final judicial decision from which there is no further right at the expense of appeal, that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this AgreementRBB.

Advancement and Repayment of Expenses. (a) The Expenses incurred by Indemnitee in defending and investigating any Proceeding shall have the right to advancement be advanced by the Company, Company prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses (including legal fees and expenses) actually and reasonably paid or incurred by Indemnitee in connection with any Indemnifiable Claim within thirty (30) days such Proceeding after receiving from Indemnitee the copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right Expenses, but only if Indemnitee shall undertake in the form attached as Exhibit "A" to repay such advancement advances to the extent that it is ultimately determined that the Indemnitee is not subject entitled to indemnification. Any advance required hereunder shall be deemed to have been approved by the Board of Directors of the Company to the satisfaction extent this Agreement was so approved. In determining whether or not to make an advance hereunder, the ability of Indemnitee to repay shall not be a factor. However, in a proceeding brought by the Company directly, in its own right (as distinguished from an action brought derivatively or by any receiver or trustee), the Company shall have discretion whether or not to make the advances called for hereby if independent legal counsel advises in writing that the Company has probable cause to believe, and the Company does believe, that Indemnitee did not act in good faith with regard to the subject matter of the Proceeding or a material portion thereof. In the event that the Company shall be obligated under this Section 7 to pay the Expenses of any standard Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of conduct. such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, provided that (bi) Indemnitee shall have the right to advancement employ his counsel in any such Proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(bor (B) of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have reasonably concluded that there may be a conflict of interest between the right Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to advancement by assume the defense of such Proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee to reimburse the Company for all reasonable expenses paid by the Company in respect of expenses relating to, arising out of or resulting from any Indemnifiable Claim or any claim by Indemnitee for indemnification by the Company, as provided for in Section 4(b) of this Agreement, in the event and only to the extent it shall be ultimately determined by a final judicial decision from which there is no further right of appeal, that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement.

Advancement and Repayment of Expenses. (a) In the event that Indemnitee employs his own counsel pursuant to Section 6(b)(i) through (iii) above, the Corporation shall have the right advance to advancement by the CompanyIndemnitee, prior to the any final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appealthreatened or pending Proceeding, of whether civil, criminal, administrative or investigative, any and all expenses (including legal fees and expenses) actually and reasonably paid reasonable Losses incurred in investigating or incurred by Indemnitee in connection with defending any Indemnifiable Claim such Proceeding within thirty (30) ten days after receiving from Indemnitee a request for such advances, which request shall include copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right Losses (except that in the case of invoices for legal services, any references to such advancement is legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not subject be required to the satisfaction of any standard of conduct.be included); (b) Indemnitee shall have the right to In connection with any payment, advancement by the Company, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(b) of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee reimbursement pursuant to Section 8(b)8(a) above, Indemnitee shall have execute and deliver to the right Corporation an undertaking (which need not be secured and shall be accepted without reference to advancement Indemnitee’s ability to repay such expenses) to repay (without interest) any amounts paid, advanced, or reimbursed by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee to reimburse the Company for all reasonable expenses paid by the Company Corporation in respect of such expenses relating to, arising out of or resulting from any Indemnifiable Claim indemnifiable claim or any claim by Indemnitee for indemnification by the Company, as provided for Loss hereunder in Section 4(b) respect of this Agreement, in the event and only to the extent which it shall be ultimately determined by a have been determined, following the final judicial decision from which there is no further right disposition of appealsuch indemnifiable claim or Loss hereunder, that Indemnitee is not entitledentitled to indemnification; and (c) Notwithstanding the foregoing, under the provisions Corporation shall not be required to advance such expenses to Indemnitee if Indemnitee (i) commences any Proceeding as a plaintiff unless such advance is specifically approved by a majority of the Code, the Bylaws, this Agreement Board of Directors or otherwise, (ii) is a party to be indemnified an Proceeding brought by the Company for such expenses. Advances shall be unsecured Corporation and interest free. Advances shall be made without regard to approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee’s ability fiduciary or contractual obligations to repay the expenses Corporation, or any other willful and without regard to deliberate breach in bad faith of Indemnitee’s ultimate entitlement duty to indemnification under the provisions of this AgreementCorporation or its shareholders. (d) This Section 8 shall not apply to any claim for which indemnity is excluded pursuant to Section 3.

Advancement and Repayment of Expenses. (a) Indemnitee shall have the right to advancement Upon request therefor accompanied by reasonably itemized evidence of expenses incurred, and by the CompanyIndemnitee's written affirmation of his good faith belief that his conduct met the standard applicable to indemnification pursuant to Section 1 hereof and did not constitute behavior of the kind described in Section 2(a) hereof, prior and that he is entitled to indemnification hereunder, the Corporation shall advance to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all Indemnitee the reasonable expenses (including legal attorneys' fees and expensescosts of investigation and defense (including the fees of expert witnesses, other professional advisors, and private investigators)) actually and reasonably paid or incurred by Indemnitee him in connection with defending any Indemnifiable Claim within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (b) Indemnitee shall have the right to advancement by the Companycivil or criminal suit, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appealaction, of any and all expenses provided for in Section 4(b) of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel proceeding for which the Company must indemnify Indemnitee is entitled (assuming an applicable standard of conduct is met) to indemnification pursuant to Section 8(b)this Agreement. In the alternative and in the Indemnitee's exclusive discretion, the Corporation will assume direct responsibility for the payment of all such expenses after the Indemnitee shall have has provided the right Corporation with a written request to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee assume direct responsibility for such expenses. (d) payment and after he has complied with the affirmation requirements provided above. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee agrees to reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation, whether pursuant to this Section or Section 5 hereof, in respect of expenses relating todefending any action, arising out of suit, or resulting from any Indemnifiable Claim or any claim by proceeding against the Indemnitee for indemnification by the Company, as provided for in Section 4(b) of this Agreement, in the event and only to the extent that it shall ultimately be ultimately determined by a final judicial decision from which there is no further right of appeal, that the Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, entitled to be indemnified by the Company Corporation for such expensesexpenses under this Agreement. Advances Any advances and the Indemnitee's agreement to repay shall be unsecured and interest interest-free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement.

Advancement and Repayment of Expenses. (a) Indemnitee shall have the right to advancement Upon receipt by the CompanyCorporation of a statement from the Indemnitee requesting advancement or repayment of any Expenses incurred in connection with any Proceeding involving the Indemnitee, prior all such Expenses shall be paid promptly (and in any event within twenty (20) days of receipt of such statement, which statement shall reasonably evidence the Expenses incurred or to be incurred) by the Corporation in advance of the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appealsuch Proceeding. The Indemnitee agrees that the Indemnitee will reimburse (without interest) the Corporation for all reasonable Expenses advanced, of any and all expenses (including legal fees and expenses) actually and reasonably paid or incurred by the Corporation on behalf of the Indemnitee in connection with any Indemnifiable Claim within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (b) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(b) of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee to reimburse the Company for all reasonable expenses paid by the Company in respect of expenses relating to, arising out of or resulting from any Indemnifiable Claim or any a claim by Indemnitee for indemnification by against the Company, as provided for in Section 4(b) of Corporation under this Agreement, Agreement in the event and only to the extent that it shall be ultimately and finally determined by a final judicial decision from which there is no further right of appeal, that the Indemnitee is not entitled, entitled to be indemnified by the Corporation for such Expenses under the provisions of the Codeapplicable law, the BylawsCorporation’s Articles of Incorporation or By-laws, this Agreement or otherwise. The Corporation’s obligations to advance Expenses under this Section 7 shall not be subject to any conditions or requirements not contained in this Section. Notwithstanding any other provision of this Agreement, to be indemnified by the Company for such expenses. Advances shall be unsecured and interest free. Advances no advancement or repayment of Expenses shall be made without regard to the Indemnitee with respect to a Proceeding, or part thereof, commenced voluntarily by the Indemnitee (including claims and counterclaims, whether such counterclaims are asserted by the Indemnitee’s ability , or the Corporation in a Proceeding commenced by the Indemnitee), except a Proceeding pursuant to repay Section 9 hereof to enforce or interpret this Agreement or a Proceeding commencing or continuing after a change in control (as defined in the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under By-laws), unless the provisions Board of this AgreementDirectors of the Corporation determines that advancement or repayment is appropriate.

Advancement and Repayment of Expenses. (a) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim Proceeding by final adjudication to which there are no further rights of appeal, of any and all expenses (including legal fees and expenses) Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Indemnifiable Claim Proceeding within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expensesExpenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (b) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for Expenses in a proceeding as described in Section 4(b) 5 of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expensesExpenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b9(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim Proceeding by final adjudication to which there are no further rights of appeal, of any and all expenses Expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expensesExpenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee (i) to reimburse the Company for all reasonable expenses Expenses paid by the Company in respect of expenses relating to, arising out of or resulting from any Indemnifiable Claim or any claim by Indemnitee for indemnification by the Company, as provided for in Section 4(b) of this AgreementProceeding, in the event and only to the extent it shall be ultimately determined by a final judicial decision from which there is no further right of appeal, that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expensesExpenses; (ii) to reimburse the Company for all Expenses paid by the Company in respect of any claim by Indemnitee for indemnification by the Company as provided for in Section 5 of this Agreement, only in the event and only to the extent it shall be ultimately determined by a final judicial decision from which there is no further right of appeal, that each of the material assertions or defenses, as the case may be, made by Indemnitee in such claim was frivolous or not made in good faith. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement.

Advancement and Repayment of Expenses. (a) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses (including legal fees and expenses) actually and reasonably paid or incurred by Indemnitee in connection with any Indemnifiable Claim within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (b) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(b) of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee to reimburse the Company for all reasonable expenses paid by the Company in respect of expenses relating to, arising out of or resulting from any Indemnifiable Claim or any claim by Indemnitee for indemnification by the Company, as provided for in Section 4(b) of this Agreement, in the event and only to the extent it shall be ultimately determined by a final judicial decision from which there is no further right of appeal, that Indemnitee is not entitled, under the provisions of the Code, the BylawsLLC Agreement, this Agreement or otherwise, to be indemnified by the Company for such expenses. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement.

Advancement and Repayment of Expenses. Upon written request therefor, accompanied by (a) Indemnitee shall have the right reasonably itemized evidence of expenses incurred or reasonably expected to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses (including legal fees and expenses) actually and reasonably paid or incurred by Indemnitee in connection with any Indemnifiable Claim within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. be incurred; (b) a written affirmation that: (i) the Indemnitee shall have believes in good faith that his or her conduct conformed with the right to advancement by the Company, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for standard set forth in Section 4(b1(a) hereof and did not constitute behavior of this Agreement within thirty the kind described in Section 2(a) hereof and (30ii) days after receiving from the Indemnitee copies of invoices presented is entitled to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. indemnification hereunder; and (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee to reimburse the Company for all reasonable expenses paid by the Company in respect of expenses relating to, arising out of or resulting from any Indemnifiable Claim or any claim by Indemnitee for indemnification by the Company, as provided for in Section 4(b) of this Agreementexecuted undertaking, in the event and only form attached hereto as Exhibit A, providing that Indemnitee undertakes to: (i) repay the amounts advanced to the extent it shall be is ultimately determined by a final judicial decision from which there is no further right of appeal, that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, entitled to be indemnified by the Company and (ii) cooperate with the Company and its insurers (as applicable), the Company shall promptly advance to the Indemnitee all reasonable expenses (including attorneys’ fees and costs of investigation and defense (including the fees of expert witnesses, other professional advisors, and private investigators)) incurred, or reasonably expected to be incurred, by the Indemnitee in defending any Action for which the Indemnitee is entitled to indemnification pursuant to this Agreement. Any such expenses. Advances advances and the Indemnitee’s undertaking to repay shall be unsecured and interest interest-free. Advances The undertaking described in clause (c) of this Section 7 shall be accepted by the Company without reference to the Indemnitee’s financial ability to make the repayments set forth therein. Where the Company is required to make a determination as to the reasonableness of any expenses under this Agreement, such determination shall be made without regard in the same manner as the determination that indemnification is permissible in Section 9, except that if there are fewer than two Disinterested Directors or if the determination is made by special legal counsel, authorization of indemnification and evaluation as to Indemnitee’s ability reasonableness of expenses shall be made by those entitled under Section 9(b)(ii) to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreementselect special legal counsel.

Advancement and Repayment of Expenses. (a) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses (including legal fees and expenses) actually and reasonably paid or incurred by Indemnitee in connection with any Indemnifiable Claim within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s 's right to such advancement is not subject to the satisfaction of any standard of conduct. (b) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of Indemnitee’s 's claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(b) 4 of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s 's right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s 's employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee to reimburse the Company for all reasonable expenses paid by the Company in respect of expenses relating to, arising out of or resulting from any Indemnifiable Claim or any claim by Indemnitee for indemnification by the Company, as provided for in Section 4(b) 4 of this Agreement, in the event and only to the extent it shall be ultimately determined by a final judicial decision from which there is no further right of appeal, that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s 's ability to repay the expenses and without regard to Indemnitee’s 's ultimate entitlement to indemnification under the provisions of this Agreement.

Advancement and Repayment of Expenses. (a) Indemnitee Notwithstanding any provision of this Agreement to the contrary, the Company shall have advance to the right to advancement by the CompanyIndemnitee, prior to the any final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appealthreatened or pending Proceeding, of any and all reasonable expenses (including legal fees and expenses) actually and reasonably paid incurred in investigating or incurred by Indemnitee in connection with defending any Indemnifiable Claim such action, suit or proceeding within thirty (30) ten business days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (b) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(b) of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (da) Indemnitee Advances shall qualify for advances upon be made without regard to Indemnitee’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement to indemnification under the execution other provisions of this Agreement. Advances shall include any and delivery all reasonable expenses incurred pursuing an action to enforce this right of advancement, including expenses incurred preparing and forwarding statements in writing to the Company to support the advances claimed. Any excess of this Agreement which the advanced expenses over the actual expenses will be promptly repaid to the Company. To the extent Indemnitee has not requested any advanced payment of expenses from the Company, Indemnitee shall constitute an undertaking by be entitled to receive reimbursement for the expenses incurred in connection with a Proceeding from the Company as soon as practicable after Indemnitee makes a written request to the Company for reimbursement. (b) The Indemnitee agrees that the Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in respect of expenses relating to, arising out of or resulting from defending any Indemnifiable Claim or any claim by Indemnitee for indemnification by the Company, as provided for in Section 4(b) of this Agreement, Proceeding in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no further right of appeal, ) that the Indemnitee is not entitled, under the provisions of the Codeapplicable law, the Company’s Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. Advances . (c) Notwithstanding the foregoing, the Company shall not be unsecured and interest free. Advances shall be made without regard required to Indemnitee’s ability advance such expenses to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification Indemnitee for any claim for which indemnity is excluded under the provisions of this AgreementSection 3.

Advancement and Repayment of Expenses. (a) The Corporation shall advance or reimburse the Indemnitee shall have the right to advancement for all Expenses incurred in connection with any Proceeding promptly following receipt by the Company, prior Corporation of (and in any event within twenty (20) days following) a request therefor from the Indemnitee to the final disposition extent that the Indemnitee has been successful on the merits or otherwise in connection with a Proceeding for which indemnification is permitted by this Agreement. In addition, the Corporation shall advance or reimburse the Indemnitee for all Expenses incurred in connection with any Proceeding that has not yet been finally determined promptly following receipt by the Corporation of (and in any event within twenty (20) days following) (i) receipt by the Corporation of (A) a statement from the Indemnitee requesting advancement or repayment of any Indemnifiable Claim Expenses incurred in connection with any Proceeding, which statement shall reasonably evidence the Expenses incurred or to be incurred and contain an affirmation that he or she in good faith believes he or she has met the standard of conduct required by final adjudication to which there are no further rights of appeallaw and this Agreement for indemnification, of any and (B) a written undertaking by the Indemnitee that the Indemnitee will reimburse (without interest) the Corporation for all expenses (including legal fees and expenses) actually and reasonably reasonable Expenses advanced, paid or incurred by the Corporation on behalf of the Indemnitee in connection with any Indemnifiable Claim within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (b) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(b) of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee to reimburse the Company for all reasonable expenses paid by the Company in respect of expenses relating to, arising out of or resulting from any Indemnifiable Claim or any a claim by Indemnitee for indemnification by against the Company, as provided for in Section 4(b) of Corporation under this Agreement, Agreement in the event and only to the extent that it shall be ultimately and finally determined by a final judicial decision from which there is no further right of appeal, that the Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, entitled to be indemnified by the Company Corporation for such expenses. Advances shall be unsecured Expenses under the provisions of applicable law, the Corporation’s Articles of Incorporation or By-laws and interest free. Advances shall be made without regard this Agreement and (ii) a determination by the Corporation pursuant to Indemnitee’s ability the procedures set forth in the By-laws that the facts then known to repay the expenses and without regard to Indemnitee’s ultimate entitlement to Corporation would not preclude indemnification under the provisions of applicable law and this Agreement. The Corporation’s obligations to advance Expenses under this Section 7 shall not be subject to any conditions or requirements not contained in this Section, except as required by applicable law.

Advancement and Repayment of Expenses. (a) Indemnitee Notwithstanding any provision of this Agreement to the contrary, the Company shall have advance to the right to advancement by the CompanyIndemnitee, prior to the any final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appealthreatened or pending Proceeding, of any and all reasonable expenses (including legal fees and expenses) actually and reasonably paid incurred in investigating or incurred by Indemnitee in connection with defending any Indemnifiable Claim such action, suit or proceeding within thirty (30) ten business days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (b) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(b) of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (da) Indemnitee Advances shall qualify for advances upon be made without regard to Xxxxxxxxxx’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement to indemnification under the execution other provisions of this Agreement. Advances shall include any and delivery all reasonable expenses incurred pursuing an action to enforce this right of advancement, including expenses incurred preparing and forwarding statements in writing to the Company to support the advances claimed. Any excess of this Agreement which the advanced expenses over the actual expenses will be promptly repaid to the Company. To the extent Indemnitee has not requested any advanced payment of expenses from the Company, Indemnitee shall constitute an undertaking by be entitled to receive reimbursement for the expenses incurred in connection with a Proceeding from the Company as soon as practicable after Indemnitee makes a written request to the Company for reimbursement. (b) The Indemnitee agrees that the Indemnitee will reimburse the Company for all reasonable expenses paid by the Company in respect of expenses relating to, arising out of or resulting from defending any Indemnifiable Claim or any claim by Indemnitee for indemnification by the Company, as provided for in Section 4(b) of this Agreement, Proceeding in the event and only to the extent it shall be ultimately determined by a final judicial decision (from which there is no further right of appeal, ) that the Indemnitee is not entitled, under the provisions of the Codeapplicable law, the Company’s Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. Advances . (c) Notwithstanding the foregoing, the Company shall not be unsecured and interest free. Advances shall be made without regard required to Indemnitee’s ability advance such expenses to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification Indemnitee for any claim for which indemnity is excluded under the provisions of this AgreementSection 3.

Advancement and Repayment of Expenses. (a) Indemnitee The Corporation shall have the right to advancement by the Companyadvance, prior to the final disposition of any Indemnifiable Claim extent not prohibited by final adjudication to which there are no further rights of appeallaw, of any and all expenses (including legal fees and expenses) actually and reasonably paid or the Expenses incurred by Indemnitee Director in connection with any Indemnifiable Claim Proceeding, and such advancement shall be made within thirty (30) days after receiving from Indemnitee copies the receipt by the Corporation of a statement or statements requesting such advances (which shall include invoices received by Director in connection with such Expenses but, in the case of invoices presented in connection with legal services, any references to Indemnitee for such expenses. Indemnitee’s right legal work performed or to such advancement is expenditures made that would cause Director to waive any privilege accorded by applicable law shall not subject be included with the invoice) from time to the satisfaction of any standard of conduct. (b) Indemnitee shall have the right to advancement by the Companytime, whether prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(b) of this Agreement within thirty (30) days or after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee to reimburse the Company for all reasonable expenses paid by the Company in respect of expenses relating to, arising out of or resulting from any Indemnifiable Claim or any claim by Indemnitee for indemnification by the Company, as provided for in Section 4(b) of this Agreement, in the event and only to the extent it shall be ultimately determined by a final judicial decision from which there is no further right of appeal, that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expensesProceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to IndemniteeDirector’s ability to repay the expenses and without regard to IndemniteeDirector’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Corporation to support the advances claimed. The Director shall qualify for advances upon the execution and delivery to the Corporation of this Agreement which shall constitute an undertaking providing that the Director undertakes to the fullest extent permitted by law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Director is not entitled to be indemnified by the Corporation. This Section 7(a) shall not apply to any claim made by Director for which indemnity is excluded pursuant to Section 3. The right to advances under this Section 7(a) shall in all events continue until final disposition of any Proceeding, including any appeal therein; and (b) Director agrees that Director will reimburse the Corporation for all reasonable Expenses paid by the Corporation in defending any Proceeding against Director in the event and only to the extent it shall be ultimately determined by (i) a final judicial decision (from which there is no right of appeal), or (ii) in the event that no court has standing to determine such matter, by binding arbitration or other appropriate judicial or quasi-judicial proceeding, that Director is not entitled, under applicable law, the Certificate of Incorporation or Bylaws, this Agreement or otherwise, to be indemnified by the Corporation for such expenses.

Advancement and Repayment of Expenses. (a) The Expenses incurred by Indemnitee in defending and investigating any Proceeding shall have the right to advancement be advanced by the Company, Company prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses (including legal fees and expenses) actually and reasonably paid or incurred by Indemnitee in connection with any Indemnifiable Claim within thirty (30) days such Proceeding after receiving from Indemnitee the copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right Expenses, but only if Indemnitee shall undertake in the form attached as Exhibit A to repay such advancement advances to the extent, that it is ultimately determined that the Indemnitee is not subject entitled to indemnification. Any advance required hereunder shall be deemed to have been approved by the Board of Directors of the Company. In determining whether or not to make an advance hereunder, the ability of Indemnitee to repay shall not be a factor. In the event that the Company shall be obligated under this Section 6 to pay the Expenses of any Proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the satisfaction of any standard of conduct. same Proceeding, provided that (bi) Indemnitee shall have the right to advancement employ his counsel in any such Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, prior or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the final disposition defense of such Proceeding, then the fees and expenses of Indemnitee’s claim by final adjudication to which there are no further rights counsel shall be at the expense of appeal, of any and all expenses provided for in Section 4(b) of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by Indemnitee to reimburse the Company for all reasonable expenses paid by the Company in respect of expenses relating to, arising out of or resulting from any Indemnifiable Claim or any claim by Indemnitee for indemnification by the Company, as provided for in Section 4(b) of this Agreement, in the event and only to the extent it shall be ultimately determined by a final judicial decision from which there is no further right of appeal, that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement.

Advancement and Repayment of Expenses. (a) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses (including legal fees and expenses) actually and reasonably paid or incurred by Indemnitee in connection with any Indemnifiable Claim within thirty ten (3010) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (b) Indemnitee shall have the right to advancement by the Company, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(b) 4 of this Agreement within thirty ten (3010) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty ten (3010) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking by agrees that Indemnitee to will reimburse the Company for all reasonable expenses paid by the Company in respect of expenses relating to, arising out of or resulting from any Indemnifiable Claim or any claim by Indemnitee for indemnification by the Company, as provided for in Section 4(b) 4 of this Agreement, in the event and only to the extent it shall be ultimately determined by a final judicial decision from which there is no further right of appeal, that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, to be indemnified by the Company for such expenses. Advances . (e) Notwithstanding the foregoing, the Company shall not be unsecured required to advance such expenses to Indemnitee if Indemnitee is a party to an action, suit or proceeding brought by the Company and interest free. Advances shall be made without regard to approved by a majority of the Board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information in violation of Indemnitee’s ability fiduciary or contractual obligations to repay the expenses Company, or any other willful and without regard deliberate breach in bad faith of Indemntiee’s duty to Indemnitee’s ultimate entitlement to indemnification under the provisions of this AgreementCompany or its shareholders.

Advancement and Repayment of Expenses. (a) If Indemnitee shall have employs his/her own counsel, the right cost of which is to advancement be indemnified by the CompanyCorporation under Section 5, prior the Corporation will advance to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of Indemnitee any and all reasonable expenses (including legal fees and expenses) actually incurred in investigating or defending any such action, suit or proceeding. These expenses must be advanced promptly before any final disposition of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative and reasonably paid or incurred by Indemnitee in connection with any Indemnifiable Claim within thirty (30) event no later than 10 days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right entitlement to such advancement is not subject to the satisfaction of any standard of conduct. (b) Indemnitee Expenses shall have the right to advancement by the Company, prior to the final disposition of Indemnitee’s claim by final adjudication to which there are no further rights of appeal, of any and all expenses provided for in Section 4(b) of this Agreement within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. (c) In the event that Indemnitee employs his or her own counsel for which the Company must indemnify Indemnitee pursuant to Section 8(b), Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Indemnifiable Claim by final adjudication to which there are no further rights of appeal, of any and all expenses actually and reasonably paid or include those incurred by Indemnitee in connection with Indemnitee’s employment of his or her own counsel within thirty (30) days after receiving from Indemnitee copies of invoices presented to Indemnitee for such expenses. (d) Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking any Proceeding by Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement. Advancement of expenses pursuant to (a) above is conditioned on Indemnitee furnishing the Corporation with: (i) a written affirmation of the Indemnitee's good faith belief that Indemnitee is entitled to be indemnified by the Corporation and (ii) an agreement that Indemnitee will reimburse the Company Corporation for all reasonable expenses paid by the Company Corporation in respect of expenses relating todefending any civil or criminal action, arising out of suit or resulting from any Indemnifiable Claim or any claim by proceeding against Indemnitee for indemnification by the Companyif, as provided for in Section 4(b) of this Agreement, in the event and only to the extent that, it shall be is ultimately determined by a final judicial decision (from which there is no further right of appeal, ) that Indemnitee is not entitled, under the provisions of the Code, the Bylaws, this Agreement or otherwise, entitled to be indemnified by the Company Corporation for such expenses. Advances shall be unsecured The Corporation is not required to advance expenses to Indemnitee if Indemnitee (i) commences any action, suit or proceeding as a plaintiff, unless such advance is specifically approved by a majority of the Corporation's board of directors or (ii) is a party to an action, suit or proceeding brought in good faith by the Corporation and interest free. Advances shall be made without regard approved by a majority of the Corporation's board which alleges willful misappropriation of corporate assets by Indemnitee, disclosure of confidential information by Indemnitee in violation of Indemnitee's fiduciary or contractual obligations to the Corporation, or any other willful, deliberate and material breach by Indemnitee of Indemnitee’s ability 's duty to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the provisions of this AgreementCorporation, its affiliates, or its shareholders.