Common use of Basic Indemnification Arrangement Clause in Contracts

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by law, as soon as practicable, but in any event no later than fifteen (15) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, arising from or suffered or incurred by Indemnitee in connection with, relating to such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition (an "Expense Advance"). (b) Notwithstanding the foregoing, (i) the obligations of the Claim, Company under Section 2(a) shall be subject to the fullest extent condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted by law but without requiring any preliminary determination to be indemnified under applicable law, and (ii) the obligation of the ultimate entitlement of Indemnitee Company to indemnification, as soon as practicable, but in any event within two (2make an Expense Advance pursuant to Section 2(a) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement shall be subject to the contrarycondition that, if, when and to the extent that the Reviewing Party determines that Indemnitee will would not be permitted to be so indemnified under applicable law, the Company shall be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated be reimbursed by Indemnitee against (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any director aspect thereof, including the legal or officer of factual bases therefor, and the Company except as provided hereby consents to service of process and to appear in Section 4 of this Agreement or unless any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company has joined in or consented to the initiation of such Claimand Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason reasons of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five (5) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, or the legal or factual bases therefor and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against or anyone acting in concert with the Company or any director or officer of the Company except as provided in Section 4 of Indemnitee (other than a Claim seeking to enforce Indemnitee's rights under this Agreement or Agreement) unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of Massachusetts or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses to Indemnitee as incurred by Indemnitee in connection with a Claim prior to final disposition (an “Expense Advance”). (b) Notwithstanding the foregoing, (i) the obligations of the Claim, Company under Section 2(a) shall be subject to the fullest extent condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted by law but without requiring any preliminary determination to be indemnified under applicable law, and (ii) the obligation of the ultimate entitlement of Indemnitee Company to indemnification, as soon as practicable, but in any event within two (2make an Expense Advance pursuant to Section 2(a) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement shall be subject to the contrarycondition that, if, when and to the extent that the Reviewing Party determines that Indemnitee will would not be permitted to be so indemnified under applicable law, the Company shall be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated be reimbursed by Indemnitee against (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any director aspect thereof, including the legal or officer of factual bases therefor, and the Company except as provided hereby consents to service of process and agrees to appear in Section 4 of this Agreement or unless any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company has joined in or consented to the initiation of such Claimand Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in SECTION 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five (5) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in SECTION 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under SECTION 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in SECTION 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to SECTION 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) the Reviewing Party shall be the Independent Legal Counsel referred to in SECTION 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, or the legal or factual bases therefor and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. a. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within two (2) business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). b. Notwithstanding the foregoing (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of California having subject matter jurisdiction thereof and in which venue is proper challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by expenses to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean “Expense Advance”). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 5 and the proviso in the first sentence of Section 2(b) hereof, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) hereof shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) hereof shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 an Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors of the Company, and if there has been such a Change in Control, (other than a Change in Control which has been approved by a majority of the Board of Directors of the Company who were directors immediately prior to such Change in Control) the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, or the legal or factual bases therefor and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within five business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior (an "Expense Advance"). Indemnitee undertakes and agrees to final disposition of the Claim, repay such Expense Advances if and only to the fullest extent permitted that it shall ultimately be determined by final judgment of a court of competent jurisdiction (as to which all rights of appeal have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company under applicable law but for the applicable Indemnifiable Event. This undertaking to repay such Expense Advances shall be unsecured and interest-free and without requiring any preliminary determination of regard to Indemnitee's ability to repay the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteeexpenses. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, except as otherwise provided in Section 4 hereof, Indemnitee will shall not be entitled to indemnification or advancement of expenses pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason reasons of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five (5) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, or the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. In the event If Indemnitee was, is or becomes at any time a party to to, or witness or other participant in, or is threatened to be made a party to to, or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent now or hereafter authorized or permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar 30 days after written demand is presented to the Company, from and against any and all Expenses, judgments, finesfines (including excise taxes assessed against an Indemnitee with respect to an employee benefit plan), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with with, or in respect of of, such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, (i) Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in any action in which the Indemnitee's conduct has been finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; (ii) in any derivative action in which Indemnitee has been finally adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery or the court in which the proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper, and (iii) prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim claim by reason of (or arising or related in whole or in part out of) an Indemnifiable EventEvent (a “Claim”), (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, but in any event no later than fifteen (15) calendar 30 days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect therewith) of such ExpensesClaim and any federal, judgmentsstate, fines, penalties local or amounts paid in settlement) of, foreign taxes imposed on Indemnitee as a result of the actual or suffered or incurred deemed receipt of any payments under this Agreement. If requested by Indemnitee in connection withwriting, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within two business days of such written request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean “Expense Advance”). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 1(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special independent counsel referred to in Section 2 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 1(a) shall be subject to the condition that, if, when and to the extent the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that the 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 lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been a Change in Control, the Reviewing Party shall be the special independent counsel referred to in Section 2 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in party under applicable law, Indemnitee shall have the right to commence litigation in any court having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand or request is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred of such Claim. If so requested by Indemnitee in connection withwriting, such Claim; and (b) the Company will pay or reimburse shall advance to Indemnitee for ahead of the final disposition of the Claim any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, (an “ Expense Advance”) as soon as practicable, practicable but in any event within two (2) business days, no later than thirty days after such request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement is presented to the contraryCompany or as otherwise specifically provided herein. (b) Notwithstanding the foregoing, Indemnitee will not (i) the obligations of the Company under Section 2(a) shall be entitled subject to the condition that, except with respect to Expense Advances, the Reviewing Party shall have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 is the Reviewing Party) that indemnification is proper in the circumstances, and (ii) the obligation of the Company to make an Expense Advance pursuant to this Agreement shall be subject to the condition that, if, when and to the extent that it is ultimately determined by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified by the Company under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in connection a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, 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 lapsed). If there has not been a Change in Control, the Reviewing Party shall be as set forth in Section 1(g), and if there has been such a Change in Control, the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3. (c) If the Reviewing Party has not made a determination within thirty days after receipt by the Company of a written demand or request for indemnification, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be deemed to be entitled to such indemnification, absent a final judicial determination that indemnification is not permitted under applicable law. By written notice to Indemnitee, the thirty day period may be extended for a reasonable time, not to exceed fifteen additional days, if the Reviewing Party making the determination requires additional time for obtaining or evaluating documents or information. If the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law or if payment is not made as required within the time frame set forth above, Indemnitee shall have the right to commence litigation in any court in the Commonwealth of Virginia or State of Nevada having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Otherwise, any determination by the Reviewing Party shall be conclusive and binding on the Company and Indemnitee. (d) Indemnification shall not be made for any Claim initiated as to which Indemnitee has been adjudged by Indemnitee against a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or any director for amounts paid in settlement to the Company, unless and only to the extent that the court in which the Claim was brought or officer other court of competent jurisdiction determines upon application that in view of all of the Company except circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claimcourt deems proper.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by expenses to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean “Expense Advance”). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 5 and the proviso in the first sentence of Section 2(b) hereof, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) hereof shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) hereof shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Xxxxxxxxxx (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 an Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors of the Company, and if there has been such a Change in Control, (other than a Change in Control which has been approved by a majority of the Board of Directors of the Company who were directors immediately prior to such Change in Control) the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, or the legal or factual bases therefor and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee Director was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will Corporation shall indemnify and hold harmless Indemnitee Director to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the CompanyCorporation, from and against any and all Expenses, judgments, fines, penalties and amounts paid or owing in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered paid or incurred by Indemnitee or on behalf of Director in connection with, with such Claim; . Director shall give the Corporation written notice of all such Claims and the particulars thereof as soon as practicable. (b) If so requested by Director, the Company will pay or reimburse Indemnitee for Corporation shall advance (within two business days of such request) any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two Director (2an "Expense Advance"). (c) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will (i) Director shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim (other than a claim for indemnification (including, without limitation, indemnification pursuant to Section 4 of this Agreement), Expense Advances, or expenses advanced pursuant to Section 4 of this Agreement) initiated by Indemnitee Director against any party (other than the Corporation or any director of officer of the Corporation) unless such Claim was authorized by the board of directors of the Corporation, (ii) prior to a Change in Control, Director shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim (other than a claim for indemnification (including, without limitation, indemnification pursuant to Section 4 of this Agreement), Expense Advances, or expenses advanced pursuant to Section 4 of this Agreement) initiated by Director against the Company Corporation or any director or officer of the Company except as provided in Section 4 of this Agreement or Corporation unless the Company Corporation has joined in or consented to the initiation of such Claim; (iii) the obligations of the Corporation under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined in a writing stating the reasons therefor that Director would not be permitted to be indemnified under applicable law; and (iv) the obligation of the Corporation to make an Expense Advance pursuant to Section 2(b) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Director would not be permitted to be so indemnified under applicable law, the Corporation shall be entitled to be reimbursed by Director (who hereby agrees to reimburse the Corporation) for all such amounts theretofore paid; provided, however, that if Director has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Director should be indemnified under applicable law, any determination made by the Reviewing Party that Director would not be permitted to be indemnified under applicable law shall not be binding and Director shall not be required to reimburse the 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 lapsed). (d) If there has been no determination by the Reviewing Party or the Reviewing Party determines that Director would not be permitted to be indemnified in whole or in part under applicable law (such determination to be made by the Reviewing Party independent of any position of the Corporation on any aspect of the indemnification, including without limitation the appropriateness of the amount of any settlement), Director shall have the right to commence litigation in any court in the State of Delaware or in the State(s) of Director's residence or employment, having subject matter jurisdiction thereof, and in which venue is proper, seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Corporation hereby consents to service of process and to appear in any such proceeding. The Corporation and Director hereby agree that Director's remedies at law are inadequate in the event Director commences litigation to recover indemnification, Expense Advances, or expenses to be advanced pursuant to Section 4 of this Agreement, in each case withheld by the Corporation. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Corporation and Director.

Basic Indemnification Arrangement. In the event If Indemnitee was, is or becomes at any time a party to to, or witness or other participant in, or is threatened to be made a party to to, or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable EventClaim, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent now or hereafter authorized or permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar 30 days after written demand is presented to the Company, from and against any and all Expenses, judgments, finesfines (including excise taxes assessed against Indemnitee with respect to an employee benefit plan), penalties and amounts paid in settlement of such Claim (including all interest, assessments and other charges paid or payable in connection with with, or in respect of of, such Expenses, judgments, fines, penalties or amounts paid in settlement) of). If so requested by Indemnitee, or suffered or incurred by Indemnitee and upon compliance with the condition stated in connection withSection 3, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request and compliance) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean “Expense Advance”). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement (i) in respect of any Claim based upon or arising out of conduct of Indemnitee that does not satisfy the Applicable Standard of Conduct, or (ii) in any action by or in the right of the Company in which Indemnitee has been finally adjudged to be liable to the Company, unless and only to the extent that the court in which the proceeding was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper, nor shall the Company be liable, unless otherwise provided by separate written agreement, bylaw or other provision for indemnity, to make any payment in connection with any Claim (x) for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto, (y) for amounts paid in settlement of any proceeding effected without the written consent of the Company, which consent shall not be unreasonably withheld or (z) in connection with any Claim initiated prior to a Change in Control by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or Indemnitee, unless the Company Board of Directors has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event that the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless the Indemnitee to the fullest extent permitted by law, law as soon as practicable, but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by the Indemnitee, the Company will pay or reimburse Indemnitee for any and shall advance (within ten business days of such request) all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change in Control, the Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by the Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of (otherwise than to enforce his or her rights under this Agreement or Agreement) unless the Company has joined consented in or consented writing to the initiation of such Claim. (b) In the event of any demand by the Indemnitee for indemnification hereunder or under the Company's Restated Certificate of Incorporation or By- laws, the Board shall designate a Reviewing Party, who shall, if there has been a Change of Control of the Company, be the special independent counsel referred to in Section 3 hereof. The obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special independent counsel referred to in Section 3 hereof is involved) that the Indemnitee is not permitted to be indemnified under applicable law, and the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that the Indemnitee is not permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If the Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee may be indemnified under applicable law, any determination made by the Reviewing Party that the Indemnitee is not permitted to be indemnified under applicable law shall not be binding, and the 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 lapsed). If there has been no determination by the Reviewing Party or if the Reviewing Party determines that the Indemnitee is not permitted to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the state of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee.

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, : (a) the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by law, as soon as practicable, but in any event no later than fifteen (15) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In accordance with the event provisions of the DGCL (as defined below), the Company will, to the extent legally permissible, indemnify the Indemnitee wasagainst any and all Expenses (as defined below) actually and reasonably incurred by the Indemnitee and any and all judgments, fines and amounts paid or to be paid in settlement, excise taxes or penalties, any interest, assessment or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of payment under this Agreement (collectively, “Liabilities”) in connection with a Proceeding (as defined below) where the Indemnitee was or is or becomes a party to or is involved (as a party, witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim otherwise) by reason of (or arising or related in whole or in part out of) an Indemnifiable EventEvent (as defined below). (b) If so requested by the Indemnitee, (a) the Company will indemnify advance (within five business days of such request) any and hold harmless Indemnitee all Expenses in connection with such a Proceeding (an “Expense Advance”) to the fullest extent permitted by the DGCL. The Company will advance to the Indemnitee Expenses in accordance with such request (but without duplication) by either (i) paying such Expenses on behalf of the Indemnitee, or (ii) if requested by the Indemnitee, reimbursing the Indemnitee for such Expenses. The Indemnitee’s right to an Expense Advance is absolute and is not subject to any prior determination by the Company or any Reviewing Party (as defined below) that the Indemnitee has satisfied any applicable standard of conduct for indemnification. (c) Notwithstanding anything in this Agreement to the contrary, the Indemnitee is not entitled to indemnification or Expense Advance pursuant to this Agreement in connection with any Proceeding initiated by the Indemnitee unless (i) the Company has joined in or the Company’s Board has authorized or consented in advance to the initiation of such Proceeding, or (ii) the Proceeding is one to enforce the Indemnitee’s rights under this Agreement. (d) Notwithstanding the foregoing, the Indemnitee is not entitled to indemnification under Section 1(a) if the Reviewing Party has determined that the Indemnitee is not permitted to be indemnified under applicable law unless a court of competent jurisdiction otherwise determines. (e) If, when and to the extent that the Reviewing Party determines that the Indemnitee would not be permitted to be indemnified under applicable law, Indemnitee agrees to repay any related Expense Advance; provided, however, that if the Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that the Indemnitee would not be permitted to be indemnified under applicable law is not binding and the Indemnitee is not required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as soon as practicable, but in any event to which all rights of appeal therefrom have been exhausted or lapsed). The Indemnitee’s undertaking to repay such Expense Advances is unsecured and interest-free. (f) If there has been no later than fifteen (15) calendar determination by the Reviewing Party within thirty days after written demand is presented to the Company, or if the Reviewing Party determines that the Indemnitee would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not been timely paid pursuant to Section 1(b) after a written demand has been received by the Company, the Indemnitee will have the right to commence litigation in the Delaware Court of Chancery to seek an initial determination by the court or challenge any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and to recover the unpaid amount of demand, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise is conclusive and binding on the Company and the Indemnitee. (g) If a determination has been made by the Reviewing Party that Indemnitee is entitled to indemnification, the Company will be bound by such determination in any judicial proceeding commenced pursuant to Section 1(f), absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (h) The Company agrees that if there is a Change in Control (as defined below) of the Company, other than a Change in Control which has been approved by a majority of the Company’s Board who were directors immediately prior to such Change in Control, then with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or under applicable law or the Company’s Charter Documents now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company will seek legal advice only from special independent counsel selected by the Indemnitee and approved by the Company, which approval will not be unreasonably withheld (the “Special Independent Counsel”). The Special Independent Counsel will not have otherwise performed services for the Company or the Indemnitee, or their respective affiliates, other than in connection with such matters, within the last five years. The Special Independent Counsel will not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Special Independent Counsel, among other things, will render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Special Independent Counsel referred to above and to indemnify fully such counsel against any and all Expenses, judgments, fines, penalties and amounts paid in settlement expenses (including all interestattorneys’ fees), assessments claims, liabilities and other charges paid damages arising out of or payable in connection with relating to this Agreement or in respect the engagement of such Expenses, judgments, fines, penalties or amounts paid in settlementSpecial Independent Counsel pursuant to this Agreement. (i) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the The Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection costs associated with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary its determination of the ultimate entitlement of Indemnitee to Indemnitee’s eligibility for indemnification, as soon as practicable, but in any event within two . (2j) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled no determination as to entitlement to indemnification pursuant to under this Agreement in is required to be made prior to the final disposition of the Proceeding as to which indemnity is sought. In connection with any Claim initiated by Indemnitee against request for indemnification related to a threatened proceeding or investigation that does not lead to a Proceeding, the Company or any director or officer Reviewing Party will have the discretion to determine whether there has been a final disposition of the Company except as provided in Section 4 of this Agreement threatened proceeding or unless the Company has joined in or consented to the initiation of such Claiminvestigation.

Basic Indemnification Arrangement. (a) In the event Indemnitee Director was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will Corporation shall indemnify and hold harmless Indemnitee Director to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the CompanyCorporation, from and against any and all Expenses, judgments, fines, penalties and amounts paid or owing in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered paid or incurred by Indemnitee or on behalf of Director in connection with, with such Claim; . Director shall give the Corporation written notice of all such Claims and the particulars thereof as soon as practicable. (b) If so requested by Director, the Company will pay or reimburse Indemnitee for Corporation shall advance (within two business days of such request) any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two Director (2an "Expense Advance"). (c) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will (i) Director shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim (other than a claim for indemnification (including, without limitation, indemnification pursuant to Section 4 of this Agreement), Expense Advances, or expenses advanced pursuant to Section 4 of this Agreement) initiated by Indemnitee Director against any party (other than the Corporation or any director of officer of the Corporation) unless such Claim was authorized by the Board of Directors of the Corporation, (ii) prior to a Change in Control, Director shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim (other than a claim for indemnification (including, without limitation, indemnification pursuant to Section 4 of this Agreement), Expense Advances, or expenses advanced pursuant to Section 4 of this Agreement) initiated by Director against the Company Corporation or any director or officer of the Company except as provided in Section 4 of this Agreement or Corporation unless the Company Corporation has joined in or consented to the initiation of such Claim; (iii) the obligations of the Corporation under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined in a writing stating the reasons therefor that Director would not be permitted to be indemnified under applicable law; and (iv) the obligation of the Corporation to make an Expense Advance pursuant to Section 2(b) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Director would not be permitted to be so indemnified under applicable law, the Corporation shall be entitled to be reimbursed by Director (who hereby agrees to reimburse the Corporation) for all such amounts theretofore paid; provided, however, that if Director has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Director should be indemnified under applicable law, any determination made by the Reviewing Party that Director would not be permitted to be indemnified under applicable law shall not be binding and Director shall not be required to reimburse the 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 lapsed). (d) If there has been no determination by the Reviewing Party or the Reviewing Party determines that Director would not be permitted to be indemnified in whole or in part under applicable law (such determination to be made by the Reviewing Party independent of any position of the Corporation on any aspect of the indemnification, including without limitation the appropriateness of the amount of any settlement), Director shall have the right to commence litigation in any court in the State of Delaware or in the State(s) of Director's residence or employment, having subject matter jurisdiction thereof, and in which venue is proper, seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Corporation hereby consents to service of process and to appear in any such proceeding. The Corporation and Director hereby agree that Director's remedies at law are inadequate in the event Director commences litigation to recover indemnification, Expense Advances, or expenses to be advanced pursuant to Section 4 of this Agreement, in each case withheld by the Corporation. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Corporation and Director.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to to, or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by lawDelaware Law in effect as of the date of this Agreement or as subsequently amended to increase the scope of such permitted indemnification, as soon as practicable, practicable but in any event no later than fifteen (15) calendar 30 days after written demand is presented to the Company, from and against any and all Expenses, liabilities, losses, judgments, fines, penalties penalties, ERISA excise taxes and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim (collectively, or suffered or incurred by Indemnitee in connection with, such Claim; and “Losses”). (b) If so requested in writing by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within 20 days of such request) any and all Expenses to Indemnitee as incurred by Indemnitee (an “Expense Advance”). The obligation of the Company to make an Expense Advance shall be subject to the condition that, if Delaware Law requires, the payment of such Expenses in connection with a Claim prior to advance of the final disposition of the Claim, a Claim shall be made only upon delivery to the fullest extent permitted Company of an undertaking by law but without requiring any preliminary determination of the ultimate entitlement or on behalf of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, repay all amounts so advanced if it shall ultimately be determined that Indemnitee will is not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of be indemnified under this Agreement or unless otherwise. Indemnitee’s obligation to reimburse the Company has joined in or consented to the initiation of such Claimshall be unsecured, and no interest shall be charged thereon.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee (without regard to the negligence or other fault of the Indemnitee) to the fullest extent permitted by applicable law, as soon as practicable, practicable but in any no event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties penalties, excise taxes and amounts paid or to be paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, excise taxes or amounts paid or to be paid in settlement) ofof such Claim. If Indemnitee makes a request to be indemnified under this Agreement, the Board of Directors (i) acting by a majority vote of the directors who are not parties to the Claim with respect to an Indemnifiable Event, even if less than a quorum, (ii) acting by a committee of such directors appointed by a majority vote of such directors, even if less than a quorum, or suffered or incurred by Indemnitee (iii) acting upon an opinion in connection withwriting of independent legal counsel, if there are no such Claim; and directors of if such directors so direct (b"Board Action") the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnificationshall, as soon as practicable, practicable but in any no event within two (2) business dayslater than thirty days after such request, after request by Indemniteeauthorize such indemnification. Notwithstanding anything in this Section 2 the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), the Bylaws of the Company or Section 5 of this Agreement to the contrary, following a Change in Control, Indemnitee will not shall, unless prohibited by law, be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee. (b) Notwithstanding anything in the Certificate of Incorporation, the Bylaws or this Agreement to the contrary, if so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses relating to a Claim to Indemnitee against (an "Expense Advance"), upon the receipt of a written undertaking by or on behalf of Indemnitee to repay such Expense Advance if a judgment or other final adjudication adverse to Indemnitee (as to which all rights or appeal therefrom have been exhausted or lapsed) establishes that Indemnitee, with respect to such Claim, is not eligible for indemnification. (c) Notwithstanding anything in the Certificate of Incorporation, the Bylaws or this Agreement to the contrary, if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under this Agreement, the Bylaws of the Company or applicable law, any director Board Action or officer of the Company except Arbitration (as provided defined in Section 4 3) that Indemnitee would not be permitted to be indemnified in accordance with Section 2(a) of this Agreement shall not be binding. If there has been no Board Action or unless Arbitration, or if Board Action or Arbitration determines that Indemnitee would not be permitted to be indemnified, in any respect, in whole or in part, in accordance with Section 2(a) of this Agreement, Indemnitee shall have the right to commence litigation in the court which is hearing the action or proceeding relating to the Claim for which indemnification is sought or in any court in the States of Delaware or Texas having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such Board Action or Arbitration or any aspect thereof, and the Company has joined thereby consents to service of process and to appear in any such proceeding. Any Board Action not followed by Arbitration or consented to such litigation, and any Arbitration not followed by such litigation, shall be conclusive and binding on the initiation of such ClaimCompany and Indemnitee.

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) 30 calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by IndemniteeClaims. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim; provided, however, Company consent will not be required with respect to any claim initiated by the Indemnitee against the Company arising out of, or in connection with, the enforcement of, or the alleged breach by the Company of, this Agreement. If so requested by Indemnitee, the Company will advance (within twenty (20) calendar days of such request) any and all Expenses to Indemnitee; provided, however, if the Delaware General Corporation Law (the "DGCL") so requires, an advancement of Expenses incurred by Indemnitee will be made only upon delivery to the Company of an undertaking (an "Undertaking"), by or on behalf of Indemnitee, to repay all amounts so advanced if it is ultimately determined by final judicial decision from which there is no further right to appeal (a "Final Adjudication") that Indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise.

Basic Indemnification Arrangement. (a) In the event Indemnitee the indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless the Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim, except that no indemnification shall be made pursuant to this Agreement for any Claim by reason of the Indemnitee's liability under Section 16(b) of the Exchange Act or under federal or state securities laws for "xxxxxxx xxxxxxx," conduct that is finally adjudged as constituting active or deliberate dishonesty or willful fraud or illegality, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, conduct that is finally adjudged as soon as practicable, but in any event within two (2) business days, after request by Indemniteeproducing an unlawful personal benefit. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change in Control, the Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by the Indemnitee (other than pursuant to Section 5 hereof) against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim. If so requested by the Indemnitee, the Company shall advance (within ten (10) business days of such request) any and all Expenses to the Indemnitee (an "Expense Advance"). (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that the Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that the Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if the Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that the Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the 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 lapsed). If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee (without regard to the negligence or other fault of the Indemnitee) to the fullest extent permitted by applicable law, as soon as practicable, practicable but in any no event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties penalties, excise taxes and amounts paid or to be paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, excise taxes or amounts paid or to be paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and . If Indemnitee makes a request to be indemnified under this Agreement, the Board (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred acting by Indemnitee in connection with a Claim prior to final disposition quorum consisting of the Claim, directors who are not parties to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee Claim with respect to indemnificationan Indemnifiable Event or, if such a quorum is not obtainable, acting upon an opinion in writing or independent legal counsel ("Board Action")) shall, as soon as practicable, practicable but in any no event within two (2) business dayslater than thirty days after such request, after request by Indemniteeauthorize such indemnification. Notwithstanding anything in this Section 2 the Certificate, the By-laws or Section 5 of this Agreement to the contrary, following a Change in Control, Indemnitee will not shall be entitled to indemnification pursuant to this Agreement in connection with any Claim claim initiated by Indemnitee. (b) Notwithstanding anything in the Certificate, the By-laws or this Agreement to the contrary, if so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses relating to a Claim to Indemnitee against (an "Expense Advance"), upon the receipt of a written undertaking by or on behalf of Indemnitee to repay such Expense Advance if a judgment or other final adjudication or determination adverse to Indemnitee establishes that Indemnitee, with respect to such Claim, is not eligible for indemnification. (c) If there has been no Board Action or Arbitration (as defined in Section 3), or if Board Action determines that Indemnitee would not be permitted to be indemnified, in any respect, in whole or in part, in accordance with Section 2(a) of this Agreement, Indemnitee shall have the right to commence litigation in the court that is hearing the action or proceeding relating to the Claim for which indemnification is sought or in any court in the States of Delaware or Texas having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any Board Action or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Notwithstanding anything in the Certificate, the By-laws or this Agreement to the contrary, if Indemnitee has commenced legal proceedings in a court of competent jurisdiction or Arbitration to secure a determination that Indemnitee should be indemnified under this Agreement, the By-laws of the Company or applicable law, any director or officer of the Company except as provided Board Action under which Indemnitee would not be permitted to be indemnified in accordance with Section 4 2(a) of this Agreement shall not be binding. Any Board Action not followed by such litigation or unless Arbitration shall be conclusive and binding on the Company has joined in or consented to the initiation of such Claimand Indemnitee.

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) In accordance with the provisions of the General Corporation Law of the State of Delaware, the Company will indemnify and hold harmless Indemnitee shall, to the fullest extent permitted by lawlegally permissible, as soon as practicable, but in any event no later than fifteen (15) calendar days after written demand is presented to indemnify the Company, from and Indemnitee against any and all Expensesexpenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Indemnitee in the defense or settlement of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including all interest, assessments and other charges paid or payable in connection with any action by or in respect the right of the Company), in which the Indemnitee may be involved or with which the Indemnitee was, is or is threatened to be made, while in office or thereafter, a defendant or respondent by reason of the Indemnitee being or having been an officer or director of the Company, or, at the Company’s request, another enterprise. (b) If so requested by the Indemnitee, the Company shall advance (within ten (10) business days of such Expensesrequest) any and all expenses, judgmentsincluding attorneys’ fees or other costs, fines, penalties or amounts actually and reasonably paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition the defense or settlement of the Claimany such action, suit or other proceeding (“Expenses”), to the fullest extent permitted by law Indemnitee (an “Expense Advance”). The Company shall, in accordance with such request (but without requiring any preliminary determination duplication), either (i) pay such Expenses on behalf of the ultimate entitlement Indemnitee, or (ii) reimburse the Indemnitee for such Expenses. The Indemnitee’s right to an Expense Advance upon such request is absolute and shall not be subject to any prior determination by the Company, the Board, or any Reviewing Party (defined below), that the Indemnitee has satisfied any applicable standard of Indemnitee to conduct for indemnification, as soon as practicable, but in any event within two . (2c) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, the Indemnitee will shall not be entitled to indemnification or advancement of Expenses pursuant to this Agreement in connection with any Claim threatened, pending or completed action, suit or proceeding initiated by the Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless (i) the Company has joined in or the Board has authorized or consented to the initiation of such Claimthreatened, pending or completed action, suit or proceeding, or (ii) the threatened, pending or completed action, suit or proceeding is one to enforce the Indemnitee’s rights under this Agreement, or (iii) the action, suit or proceeding is instituted after a Change in Control (as defined below) (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control). (d) Notwithstanding the foregoing, (i) the indemnification obligations of the Company under Section 1(a) shall be subject to the condition that a Reviewing Party shall not have determined that the Indemnitee would not be permitted to be so indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 1(b) shall be subject to the condition that, if, when and to the extent that a Reviewing Party determines that the Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to so reimburse the Company) for all such amounts theretofore paid (it being understood and agreed that the foregoing agreement by the Indemnitee shall be deemed to satisfy any requirement that the Indemnitee provide the Company with an undertaking to repay any Expense Advance if it is ultimately determined that the Indemnitee is not entitled to indemnification under applicable law); provided, however, that if the Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made by such Reviewing Party that the Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the 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 lapsed). The Indemnitee’s undertaking to repay such Expense Advances shall be unsecured and interest-free. If there has been no determination by a Reviewing Party within thirty (30) days after written demand is presented to the Company by the Indemnitee or if a Reviewing Party determines that the Indemnitee would not be permitted to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by such Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by a Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee for purposes of this Agreement. For the purposes of this Agreement, a “Reviewing Party” shall mean any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board who is not a party to the particular claim for which the Indemnitee is seeking indemnification, which may include independent legal counsel.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason reasons of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five (5) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by lawthe laws of Delaware, as the same exist or may hereafter be amended (but, in the case of any amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), as soon as practicable, practicable but in any event no not later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement. If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 3, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement on account of any suit in which a final judicial determination is rendered against Indemnitee for an accounting of profits made from the purchase and sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in the Court of Chancery of the State of Delaware or in any court in the County of Los Angeles, California, having jurisdiction over the dispute, seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, or the legal or factual bases therefor and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. (c) In the event the Company shall be obligated under Section 2(a) above 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, upon the delivery to Indemnitee of written notice of the Company's 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 (i) Indemnitee shall have the right to 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, or (B) the Reviewing Party shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the Company. The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without its prior written consent. The Company may, without the consent of Indemnitee, settle any Claim for which it is obligated to provide indemnity under Section 2(a) above, and Indemnitee shall take all actions required to cooperate in effecting such settlement; provided, however, that the Company shall not settle any Claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed settlement.

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) 30 calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by IndemniteeClaims. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim; provided, however, Company consent will not be required with respect to any claim initiated by the Indemnitee against the Company arising out of, or in connection with, the enforcement of, or the alleged breach by the Company of, this Agreement. If so requested by Indemnitee, the Company will advance (within twenty (20) calendar days of such request) any and all Expenses to Indemnitee; provided, however, if the Delaware General Corporation Law (the “DGCL”) so requires, an advancement of Expenses incurred by Indemnitee will be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of Indemnitee, to repay all amounts so advanced if it is ultimately determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that Indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise.

Basic Indemnification Arrangement. (a) In accordance with the event provisions of the DGCL, the Company shall, to the extent legally permissible, indemnify the Indemnitee against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in with the defense or settlement of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), in which the Indemnitee may be involved or with which the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to made, while in office or witness or other participant inthereafter, a Claim defendant or respondent by reason of the Indemnitee being or having been an officer or director of the Company. (b) If so requested by the Indemnitee, the Company shall advance (within five business days of such request) any and all expenses, including attorneys’ fees or arising other costs, paid or related incurred by the Indemnitee in whole connection with the defense or settlement of any such action, suit or other proceeding (“Expenses”), to the Indemnitee (an “Expense Advance”). The Company shall, in part out ofaccordance with such request (but without duplication), either (i) pay such Expenses on behalf of the Indemnitee, or (ii) reimburse the Indemnitee for such Expenses. The Indemnitee’s right to an Indemnifiable EventExpense Advance is absolute and shall not be subject to any prior determination by the Company, the Company’s Board of Directors, or any other appropriate person or body (aincluding legal counsel) (each, a “Reviewing Party”), that the Indemnitee has satisfied any applicable standard of conduct for indemnification. (c) Notwithstanding anything in this Agreement to the contrary, the Indemnitee shall not be entitled to indemnification or advancement of Expenses pursuant to this Agreement in connection with any threatened, pending or completed action, suit or proceeding initiated by the Indemnitee unless (i) the Company will indemnify and hold harmless Indemnitee has joined in or Company’s Board of Directors has authorized or consented to the fullest extent initiation of such threatened, pending or completed action, suit or proceeding or (ii) the threatened, pending or completed action, suit or proceeding is one to enforce the Indemnitee’s rights under this Agreement. (d) Notwithstanding the foregoing, (i) the indemnification obligations of the Company under Section 1(a) shall be subject to the condition that the Reviewing Party shall not have determined that the Indemnitee would not be permitted by to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 1(b) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that the Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid (it being understood and agreed that the foregoing agreement by the Indemnitee shall be deemed to satisfy any requirement that the Indemnitee provide the Company with an undertaking to repay any Expense Advance if it is ultimately determined that the Indemnitee is not entitled to indemnification under applicable law); provided, however, that if the Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that the Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as soon as practicable, but in any event to which all rights of appeal therefrom have been exhausted or lapsed). The Indemnitee’s undertaking to repay such Expense Advances shall be unsecured and interest-free. If there has been no later than fifteen (15) calendar determination by the Reviewing Party within thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid Company or if the Reviewing Party determines that the Indemnitee would not be permitted to be indemnified in settlement (including all interest, assessments and other charges paid or payable in connection with whole or in respect part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the States of California or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such Expensesdetermination by the Reviewing Party or any aspect thereof, judgmentsincluding the legal or factual bases therefor, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any hereby consents to service of process and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but appear in any event within two (2) business days, after request such proceeding. Any determination by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not Reviewing Party otherwise shall be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against conclusive and binding on the Company or any director or officer of and the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such ClaimIndemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee (without regard to the negligence or other fault of the Indemnitee) to the fullest extent permitted by applicable law, as soon as practicable, practicable but in any no event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, costs, losses, damages, liabilities, fines, penalties penalties, excise taxes and amounts paid or to be paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, costs, losses, damages, liabilities, fines, penalties penalties, excise taxes or amounts paid or to be paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and . If Indemnitee makes a request to be indemnified under this Agreement, the Board of Directors (bacting by a quorum consisting of directors who are not parties to the Claim with respect to an Indemnifiable Event or, if such a quorum is not obtainable, acting upon an opinion in writing of independent legal counsel selected in accordance with Article 2.02-1(F) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnificationTexas Business Corporations Act (“Board Action”)) shall, as soon as practicable, practicable but in any no event within two later than thirty days after such request, authorize such indemnification. (2b) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 the Articles of Incorporation, the Bylaws or Section 5 of this Agreement to the contrary, if so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses relating to a Claim to Indemnitee will (an “Expense Advance”), upon the receipt of a written affirmation by Indemnitee that he believes, in good faith, that he has met the standard of conduct necessary for indemnification under the Texas Business Corporations Act and of a written undertaking by or on behalf of Indemnitee to repay such Expense Advance (without interest) if a judgment or other final adjudication or determination adverse to Indemnitee establishes that Indemnitee, with respect to such Claim, is not eligible for indemnification. (c) If there has been no Board Action or if Board Action determines that Indemnitee would not be permitted to be indemnified, in any respect, in whole or in part, in accordance with Section 2(a) of this Agreement, Indemnitee shall have the right to commence litigation in the court which is hearing the action or proceeding relating to the Claim for which indemnification is sought or in any court in the State of Texas having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any Board Action or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Notwithstanding anything in the Articles of Incorporation, the Bylaws or this Agreement to the contrary, if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under this Agreement, the Articles of Incorporation or Bylaws of the Company or applicable law, any Board Action that Indemnitee would not be permitted to be indemnified in accordance with Section 2(a) of this Agreement shall not be binding. Any Board Action not followed by such litigation shall be conclusive and binding on the Company and Indemnitee. (d) In making a determination with respect to entitlement for indemnification hereunder, Indemnitee shall be presumed to be entitled to indemnification pursuant to under this Agreement if Indemnitee has submitted a request for indemnification in connection accordance with this Section 2. For purposes of any Claim initiated determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company, including financial statements, or information supplied to Indemnitee by Indemnitee against the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or any director the Board or officer counsel selected by a committee of the Board or on information or records given or reports made to the Company except as provided in Section 4 by an independent certified public accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Company or the Board or any committee of the Board. The provisions of this Agreement Section 2(d) shall not be deemed to be exclusive or unless to limit in any way the Company has joined other circumstances in or consented which the Indemnitee may be deemed to the initiation have met any applicable standards of such Claimconduct.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes (net of the value to Indemnitee of any tax benefits resulting from tax deductions or incurred otherwise) imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 Agreement or Section 5 in the By-laws of this Agreement the Company to the contrarycontrary and except as provided in Section 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, or the legal or factual bases therefor and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In accordance with the event provisions of the DGCL (as defined below), the Company will, to the extent legally permissible, indemnify the Indemnitee wasagainst any and all Expenses (as defined below) actually and reasonably incurred by the Indemnitee and any and all judgments, fines and amounts paid or to be paid in settlement, excise taxes or penalties, any interest, assessment or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of payment under this Agreement (collectively, “Liabilities”) in connection with a Proceeding (as defined below) where the Indemnitee was or is or becomes a party to or is involved (as a party, witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim otherwise) by reason of (or arising or related in whole or in part out of) an Indemnifiable EventEvent (as defined below). (b) If so requested by the Indemnitee, (a) the Company will indemnify advance (within five business days of such request) any and hold harmless Indemnitee all Expenses in connection with such a Proceeding (an “Expense Advance”) to the fullest extent permitted by the DGCL. The Company will advance to the Indemnitee Expenses in accordance with such request (but without duplication) by either (i) paying such Expenses on behalf of the Indemnitee, or (ii) if requested by the Indemnitee, reimbursing the Indemnitee for such Expenses. The Indemnitee’s right to an Expense Advance is absolute and is not subject to any prior determination by the Company or any Reviewing Party (as defined below) that the Indemnitee has satisfied any applicable standard of conduct for indemnification. (c) Notwithstanding anything in this Agreement to the contrary, the Indemnitee is not entitled to indemnification or Expense Advance pursuant to this Agreement in connection with any Proceeding initiated by the Indemnitee unless (i) the Company has joined in or the Company’s Board has authorized or consented in advance to the initiation of such Proceeding, or (ii) the Proceeding is one to enforce the Indemnitee’s rights under this Agreement. (d) Notwithstanding the foregoing, the Indemnitee is not entitled to indemnification under Section 1(a) if the Reviewing Party has determined that the Indemnitee is not permitted to be indemnified under applicable law. (e) If, when and to the extent that the Reviewing Party determines that the Indemnitee would not be permitted to be indemnified under applicable law, Indemnitee agrees to repay any related Expense Advance; provided, however, that if the Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that the Indemnitee would not be permitted to be indemnified under applicable law is not binding and the Indemnitee is not required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as soon as practicable, but in any event to which all rights of appeal therefrom have been exhausted or lapsed). The Indemnitee’s undertaking to repay such Expense Advances is unsecured and interest-free. (f) If there has been no later than fifteen (15) calendar determination by the Reviewing Party within thirty days after written demand is presented to the Company, or if the Reviewing Party determines that the Indemnitee would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not been timely paid pursuant to Section 1(b) after a written demand has been received by the Company, the Indemnitee will have the right to commence litigation in the Delaware Court of Chancery to seek an initial determination by the court or challenge any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and to recover the unpaid amount of demand, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise is conclusive and binding on the Company and the Indemnitee. (g) If a determination has been made by the Reviewing Party that Indemnitee is entitled to indemnification, the Company will be bound by such determination in any judicial proceeding commenced pursuant to Section 1(f), absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (h) The Company agrees that if there is a Change in Control (as defined below) of the Company, other than a Change in Control which has been approved by a majority of the Company’s Board who were directors immediately prior to such Change in Control, then with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or under applicable law or the Company’s Charter Documents now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company will seek legal advice only from special independent counsel selected by the Indemnitee and approved by the Company, which approval will not be unreasonably withheld. Such special independent counsel will not have otherwise performed services for the Company or the Indemnitee, or their respective affiliates, other than in connection with such matters, within the last five years. Such independent counsel will not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. Such counsel, among other things, will render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special independent counsel referred to above and to indemnify fully such counsel against any and all Expenses, judgments, fines, penalties and amounts paid in settlement expenses (including all interestattorneys’ fees), assessments claims, liabilities and other charges paid damages arising out of or payable in connection with relating to this Agreement or in respect the engagement of such Expenses, judgments, fines, penalties or amounts paid in settlementspecial independent counsel pursuant to this Agreement. (i) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the The Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection costs associated with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary its determination of the ultimate entitlement of Indemnitee to Indemnitee’s eligibility for indemnification, as soon as practicable, but in any event within two . (2j) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled no determination as to entitlement to indemnification pursuant to under this Agreement in connection with any Claim initiated by Indemnitee against is required to be made prior to the Company or any director or officer final disposition of the Company except Proceeding as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claimwhich indemnity is sought.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, in a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will Corporation shall indemnify and hold harmless Indemnitee to the fullest extent permitted authorized by lawthe By-Laws of the Corporation as in effect on the date hereof notwithstanding that such By-Laws may subsequently be amended, repealed or otherwise changed in any respect, as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the CompanyCorporation, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim. For the avoidance of doubt, or suffered or incurred by the foregoing indemnification obligation includes, without limitation, claims for monetary damages against Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition respect of the Claiman alleged breach of fiduciary duties, to the fullest extent permitted by law but without requiring any preliminary determination under Section 102(b)(7) of the ultimate entitlement Delaware General Corporation Law, as in effect on the date hereof, or as the same may be amended to provide greater protection to the Indemnitee. If so requested by Indemnitee, the Corporation shall advance (within two business days of such request) any and all Expenses to Indemnitee in advance of the final disposition of such matter (an “Expense Advance”). An Expense Advance shall be made only upon receipt of (1) an undertaking by or on behalf of the Indemnitee to indemnificationrepay all amounts so advanced in the event that it shall ultimately be determined in accordance with this Agreement, including Section 2(c) hereof, that the Indemnitee is not entitled to be indemnified by the Corporation as soon as practicable, but authorized in any event within two this Agreement; and (2) business dayssatisfactory evidence as to the amount of such Expenses. The Indemnitee’s written certification, after request together with a copy of the statement paid or to be paid by the Indemnitee. , shall constitute satisfactory evidence of the amount of such Expenses. (b) Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change in Control Indemnitee will shall not be entitled to indemnification or an Expense Advance pursuant to this Agreement in connection with any Claim Claim, however denominated, initiated by Indemnitee against the Company Corporation or any director or officer of the Company except as provided in Section 4 of this Agreement or Corporation unless the Company Corporation has joined in or consented to the initiation of such Claim. (c) Notwithstanding the foregoing, (i) the obligations of the Corporation under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Corporation to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Corporation shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Corporation) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 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 lapsed). If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Corporation hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Corporation and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes at any time a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim Proceeding by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent now or hereafter authorized or permitted by law, law (including indemnification to the fullest extent the Company may provide for by agreement) as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expensesliabilities and expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expensesliabilities and expenses) of such Proceeding and any federal, judgmentsstate, fineslocal or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within ten (10) business days of such request) any and all Expenses incurred by expenses to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean “Expense Advance”). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change in Control, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim Proceeding initiated by Indemnitee against the Company or the Bank, or against any director or officer of the Company except as provided in Section 4 of this Agreement or thereof unless the Company has joined in or consented to the initiation of such ClaimProceeding. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has be a Change in Control, (other than a Change in Control which has been approved a majority of the Company’s Board of Directors, who were directors immediately prior to such Change in Control) the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Maryland or in the United States’ courts having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, or the legal or factual bases therefor and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. (c) In the event that Indemnitee is serving as a director or officer of the Bank, the Company shall cause the Bank to diligently, promptly, on good faith, and at its own expense pursue any regulatory or other approvals required for indemnification of Indemnitee under federal regulations and all appeals or requests for reconsideration of any regulatory objection to or denial of such indemnification.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, but in any event no later than fifteen ninety (1590) calendar days after written demand is presented to the Company, from and consistent with Section 8(c), against any and all Expenses, judgments, fines, penalties Losses and amounts paid in settlement Expenses (including any and all interest, assessments assessments, and other charges paid federal, state, local, or payable foreign taxes, including ERISA excise taxes and penalties, imposed as a result of the actual or deemed receipt in connection with or in respect of such Losses or Expenses) arising from, judgments, fines, penalties or amounts paid in settlement) ofrelated to, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the such Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change in Control, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against (other than any Claim initiated to enforce Indemnitee’s rights pursuant to this Agreement, the Company Certificate or any director or officer of the Company except as provided in Section 4 of this Agreement or Bylaws) unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in this Agreement is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company to the extent so determined pursuant to the terms of this Agreement, within two (2) business days of receiving written notice of such determination) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is permitted or should be indemnified under applicable law, any determination made 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 determina-tion is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has been no determination by the Reviewing Party within ninety (90) days of receipt by the Company of a written demand from Indemnitee or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right, in addition to any other rights pursuant hereto, to commence litigation seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor. Except with respect to litigation commenced in accordance with the preceding sentence or litigation or proceedings pursuant to Section 11, any determination by the Reviewing Party under this Section 2 shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes (net of the value to Indemnitee of any tax benefits resulting from tax deductions or incurred otherwise) imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 Agreement or Section 5 in the By-Laws of this Agreement the Company to the contrarycontrary and except as provided in Section 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, or the legal or factual bases therefor and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason reasons of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in SECTION 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five (5) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in SECTION 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under SECTION 2(A) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in SECTION 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to SECTION 2(A) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) the Reviewing Party shall be the Independent Legal Counsel referred to in SECTION 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, or the legal or factual bases therefor and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within ten (10) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer (i) liability under Section 16(b) of the Company except Act or under federal or state securities laws for "xxxxxxx xxxxxxx", (ii) conduct finally adjudged as provided constituting active or deliberate dishonesty or willful fraud or illegality, or (iii) conduct finally adjudged as producing an unlawful personal benefit. Notwithstanding anything in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.contrary, prior to a Change in Control, Indemnitee shall not be entitled to indemnification

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason reasons of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five (5) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, except as provided in Section 4 hereof, prior to a Change in Control, Indemnitee will shall not be entitled to indemnification or Expense Advances pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law, as soon as practicable, practicable but in any no event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties penalties, excise taxes and amounts paid or to be paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, excise taxes or amounts paid or to be paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and . If Indemnitee makes a request to be indemnified under this Agreement, the Board of Directors (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred acting by Indemnitee in connection with a Claim prior to final disposition quorum consisting of the Claim, directors who are not parties to the fullest extent permitted by law but without requiring any preliminary determination Claim with respect to an Indemnifiable Event or, if such a quorum is not obtainable, acting upon an opinion in writing of the ultimate entitlement of Indemnitee to indemnificationindependent legal counsel ("Board Action")) shall, as soon as practicable, practicable but in any no event within two (2) business dayslater than thirty days after such request, after request by Indemniteeauthorize such indemnification. Notwithstanding anything in this Section 2 the Certificate, the Bylaws or Section 5 of this Agreement to the contrary, following a Change in Control, Indemnitee will not shall be entitled to indemnification pursuant to this Agreement in connection with any Claim claim initiated by Indemnitee. (b) Notwithstanding anything in the Certificate, the Bylaws or this Agreement to the contrary, if so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses relating to a Claim to Indemnitee against (an "Expense Advance"), upon the receipt of a written undertaking by or on behalf of Indemnitee to repay such Expense Advance if a judgment or other final adjudication or determination adverse to Indemnitee establishes that Indemnitee, with respect to such claim, is not entitled to indemnification. (c) If there has been no Board Action or Arbitration (as defined in Section 3), or if Board Action determines that Indemnitee would not be permitted to be indemnified, in any respect, in whole or in part, in accordance with Section 2(a) of this Agreement, Indemnitee shall have the right to commence litigation in the court that is hearing the action or proceeding relating to the Claim for which indemnification is sought or in any court in the State of Texas having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court that Indemnitee is entitled to indemnification hereunder, and the Company hereby consents to service of process and to appear in any such proceeding. In any such litigation, the burden of proof will be on the Company to establish that Indemnitee is not entitled to indemnification hereunder. Notwithstanding anything in the Certificate, the Bylaws or this Agreement to the contrary, if Indemnitee has commenced legal proceedings in a court of competent jurisdiction or Arbitration to secure a determination that Indemnitee should be indemnified under this Agreement, the Bylaws of the Company or applicable law, any director or officer of the Company except as provided Board Action under which Indemnitee would not be permitted to be indemnified in accordance with Section 4 2(a) of this Agreement shall not be conclusive or unless binding and shall not create any presumption that Indemnitee is not entitled to indemnification hereunder. Any Board Action not followed by such litigation or Arbitration shall be conclusive and binding on the Company has joined in or consented to the initiation of such Claimand Indemnitee.

Basic Indemnification Arrangement. (a) In the event that the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless the Indemnitee to the fullest extent permitted by law, law as soon as practicable, but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by the Indemnitee, the Company will pay or reimburse Indemnitee for any and shall advance (within ten business days of such request) all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change in Control, the Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by the Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of (otherwise than to enforce his or her rights under this Agreement or Agreement) unless the Company has joined consented in or consented writing to the initiation of such Claim. (b) In the event of any demand by the Indemnitee for indemnification hereunder or under the Company's Certificate of Incorporation or By-laws, the Board shall designate a Reviewing Party, who shall, if there has been a Change of Control of the Company, be the special independent counsel referred to in Section 3 hereof. The obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special independent counsel referred to in Section 3 hereof is involved) that the Indemnitee is not permitted to be indemnified under applicable law, and the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that the Indemnitee is not permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If the Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee may be indemnified under applicable law, any determination made by the Reviewing Party that the Indemnitee is not permitted to be indemnified under applicable law shall not be binding, and the 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 lapsed). If there has been no determination by the Reviewing Party or if the Reviewing Party determines that the Indemnitee is not permitted to be indemnified in whole or in part under applicable law, the Indemnitee shall have the right to commence litigation in any court in the state of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason reasons of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in SECTION 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five (5) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in SECTION 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under SECTION 2(A) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in SECTION 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to SECTION 2(A) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in SECTION 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, or the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason reasons of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in SECTION 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five (5) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under SECTION 2(A) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in SECTION 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to SECTION 2(A) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made 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 all rights of appeal therefrom have been exhausted or lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) the Reviewing Party shall be the Independent Legal Counsel referred to in SECTION 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Florida having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, or the legal or factual bases therefor and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change in Control, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the

Basic Indemnification Arrangement. (a) In the event Indemnitee Director was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will Corporation shall indemnify and hold harmless Indemnitee Director to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the CompanyCorporation, from and against any and all Expenses, judgments, fines, penalties and amounts paid or owing in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered paid or incurred by Indemnitee or on behalf of Director in connection with, with such Claim; . Director shall give the Corporation written notice of all such Claims and the particulars thereof as soon as practicable. (b) If so requested by Director, the Company will pay or reimburse Indemnitee for Corporation shall advance (within two business days of such request) any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two Director (2an “Expense Advance”). (c) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will (i) Director shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim (other than a claim for indemnification (including, without limitation, indemnification pursuant to Section 4 of this Agreement), Expense Advances, or expenses advanced pursuant to Section 4 of this Agreement) initiated by Indemnitee Director against any party (other than the Corporation or any director of officer of the Corporation) unless such Claim was authorized by the board of directors of the Corporation, (ii) prior to a Change in Control, Director shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim (other than a claim for indemnification (including, without limitation, indemnification pursuant to Section 4 of this Agreement), Expense Advances, or expenses advanced pursuant to Section 4 of this Agreement) initiated by Director against the Company Corporation or any director or officer of the Company except as provided in Section 4 of this Agreement or Corporation unless the Company Corporation has joined in or consented to the initiation of such Claim; (iii) the obligations of the Corporation under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined in a writing stating the reasons therefor that Director would not be permitted to be indemnified under applicable law; and (iv) the obligation of the Corporation to make an Expense Advance pursuant to Section 2(b) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Director would not be permitted to be so indemnified under applicable law, the Corporation shall be entitled to be reimbursed by Director (who hereby agrees to reimburse the Corporation) for all such amounts theretofore paid; provided, however, that if Director has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Director should be indemnified under applicable law, any determination made by the Reviewing Party that Director would not be permitted to be indemnified under applicable law shall not be binding and Director shall not be required to reimburse the 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 lapsed). (d) If there has been no determination by the Reviewing Party or the Reviewing Party determines that Director would not be permitted to be indemnified in whole or in part under applicable law (such determination to be made by the Reviewing Party independent of any position of the Corporation on any aspect of the indemnification, including without limitation the appropriateness of the amount of any settlement), Director shall have the right to commence litigation in any court in the State of Delaware or in the State(s) of Director’s residence or employment, having subject matter jurisdiction thereof, and in which venue is proper, seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Corporation hereby consents to service of process and to appear in any such proceeding. The Corporation and Director hereby agree that Director’s remedies at law are inadequate in the event Director commences litigation to recover indemnification, Expense Advances, or expenses to be advanced pursuant to Section 4 of this Agreement, in each case withheld by the Corporation. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Corporation and Director.

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company Trust will indemnify and hold harmless Indemnitee to the fullest maximum extent which a Maryland corporation is permitted by lawto indemnify its directors and officers under Section 2-418 of the Maryland General Corporation Law (the “MGCL”) as the same may be amended from time to time after the date hereof, as soon as practicable, but in any event no later than fifteen (15) calendar days after written demand is presented to the CompanyTrust, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company Trust will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company Trust or any director trustee or officer of the Company Trust except as provided in Section 4 of this Agreement or unless the Company Trust has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason reasons of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgmentsjudgment, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five (5) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean “Expense Advance”). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claimclaim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee (without regard to the negligence or other fault of the Indemnitee) to the fullest extent permitted by applicable law, as soon as practicable, practicable but in any no event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expensesexpenses, judgments, fines, penalties penalties, excise taxes and amounts paid or to be paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expensesexpenses, judgments, fines, penalties penalties, excise taxes or amounts paid or to be paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and . If Indemnitee makes a request to be indemnified under this Agreement, the Board of Directors (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred acting by Indemnitee in connection with a Claim prior to final disposition quorum consisting of the Claim, directors who are not parties to the fullest extent permitted by law but without requiring any preliminary determination Claim with respect to an Indemnifiable Event or, if such a quorum is not obtainable, acting upon an opinion in writing of the ultimate entitlement of Indemnitee to indemnificationindependent legal counsel ("Board Action") shall, as soon as practicable, practicable but in any no event within two (2) business dayslater than thirty days after such request, after request by Indemniteeauthorize such indemnification. Notwithstanding anything in this Section 2 the Certificate of Incorporation of the Company (the "Certificate of Incorporation"), the Bylaws of the Company or Section 5 of this Agreement to the contrary, following a Change in Control, Indemnitee will not shall, unless prohibited by law, be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee. (b) Notwithstanding anything in the Certificate of Incorporation, the Bylaws or this Agreement to the contrary, if so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all expenses relating to a Claim to Indemnitee against (an "Expense Advance"), upon the receipt of a written undertaking by or on behalf of Indemnitee to repay such Expense Advance if a judgment or other final adjudication adverse to Indemnitee (as to which all rights or appeal therefrom have been exhausted or lapsed) establishes that Indemnitee, with respect to such Claim, is not eligible for indemnification. (c) Notwithstanding anything in the Certificate of Incorporation, the Bylaws or in this Agreement to the contrary, if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under this Agreement, the Bylaws of the Company or applicable law, any director Board Action or officer of the Company except Arbitration (as provided defined in Section 4 3) that Indemnitee would not be permitted to be indemnified in accordance with Section 2(a) of this Agreement shall not be binding. If there has been no Board Action or unless Arbitration, or if Board Action or Arbitration determines that Indemnitee would not be permitted to be indemnified, in any respect, in whole or in part, in accordance with Section 2(a) of this Agreement, Indemnitee shall have the right to commence litigation in the court which is hearing the action or proceeding relating to the Claim for which indemnification is sought or in any court in the States of Delaware or Texas having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such Board Action or Arbitration or any aspect thereof, and the Company has joined thereby consents to service of process and to appear in any such proceeding. Any Board Action not followed by Arbitration or consented to such litigation, and any Arbitration not followed by such litigation, shall be conclusive and binding on the initiation of such ClaimCompany and Indemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee (without regard to the negligence or other fault of the Indemnitee) to the fullest extent permitted by applicable law, as soon as practicable, practicable but in any no event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties penalties, excise taxes and amounts paid or to be paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, excise taxes or amounts paid or to be paid in settlement) ofof such Claim. If Indemnitee makes a request to be indemnified under this Agreement, the Board of Directors (i) acting by a majority vote of the directors who are not parties to the Claim with respect to an Indemnifiable Event, even if less than a quorum, (ii) acting by a committee of such directors appointed by a majority vote of such directors, even if less than a quorum, or suffered (iii) acting upon an opinion in writing of independent legal counsel, if there are no such directors or incurred by Indemnitee in connection with, if such Claim; and directors so request (b"Board Action") the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnificationshall, as soon as practicable, practicable but in any no event within two (2) business dayslater than thirty days after such request, after request by Indemniteeauthorize such indemnification. Notwithstanding anything in this Section 2 the Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), the Bylaws of the Company or Section 5 of this Agreement to the contrary, following a Change in Control, Indemnitee will not shall, unless prohibited by law, be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee. (b) Notwithstanding anything in the Certificate of Incorporation, the Bylaws or this Agreement to the contrary, if so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses relating to a Claim to Indemnitee against (an "Expense Advance"), upon the receipt of a written undertaking by or on behalf of Indemnitee to repay such Expense Advance if a judgment or other final adjudication adverse to Indemnitee (as to which all rights or appeal therefrom have been exhausted or lapsed) establishes that Indemnitee, with respect to such Claim, is not eligible for indemnification. (c) Notwithstanding anything in the Certificate of Incorporation, the Bylaws or this Agreement to the contrary, if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under this Agreement, the Bylaws of the Company or applicable law, any director Board Action or officer of the Company except Arbitration (as provided defined in Section 4 3) that Indemnitee would not be permitted to be indemnified in accordance with Section 2(a) of this Agreement shall not be binding. If there has been no Board Action or unless Arbitration, or if Board Action or Arbitration determines that Indemnitee would not be permitted to be indemnified, in any respect, in whole or in part, in accordance with Section 2(a) of this Agreement, Indemnitee shall have the right to commence litigation in the court which is hearing the action or proceeding relating to the Claim for which indemnification is sought or in any court in the States of Delaware or Texas having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such Board Action or Arbitration or any aspect thereof, and the Company has joined thereby consents to service of process and to appear in any such proceeding. Any Board Action not followed by Arbitration or consented to such litigation, and any Arbitration not followed by such litigation, shall be conclusive and binding on the initiation of such ClaimCompany and Indemnitee.