Common use of Certain Procedures Relating to Indemnification and Advancement of Expenses Clause in Contracts

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Georgia Business Corporation ActCode (the "GBCC"), for purposes of pursuing his or her rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may beindemnification, the Indemnitee may, but shall not be required to, (i) submit to the Board Company (to the attention of the Corporate Secretary) a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring stating that he or she believes that he or she is entitled to indemnification hereunder; and (ii) present pursuant to this Agreement, together with such documents supporting the request as are reasonably available to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement Indemnitee and are reasonably necessary to the Board shall create a presumption that determine whether and to what extent the Indemnitee is entitled to indemnification under Sections 2(a)hereunder. Upon receipt of any Indemnification Statement, 2(b) or 3(a), as the case may be, and Corporate Secretary will promptly advise the Board shall be deemed to have determined of Directors of the Company in writing that the Indemnitee is entitled has requested indemnification. The Indemnitee's entitlement to such indemnification unless under SECTION 2 will be determined in accordance with the provisions of the GBCC within 30 calendar days after submission receipt by the Company of a request for Indemnification. (b) The Company shall advance all reasonable expenses incurred by Indemnitee in connection with any Proceeding if Indemnitee submits to the Company a written undertaking (the "Undertaking") substantially in the form attached hereto as Annex I, stating that (i) he or she believes that he or she has met the standard of conduct set forth in Section 14-2-851 of the Indemnification Statement GBCC or that the Board shall determine by vote of proceeding involves conduct for which liability has been eliminated under a majority provision of the directors Articles of Incorporation as authorized by paragraph (4) of subsection (b) of Section 14-2-202 of the GBCC, (ii) he or she has incurred or will incur actual expenses in connection with a Proceeding and (ii) if and to the extent required by law at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing time of such determinationadvance, that the Indemnitee he or she undertakes to repay such amounts advanced as to which it ultimately is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board determined that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 Within 45 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an actionUndertaking, suitthe Company will, proceeding or claim in accordance with the subject matter provisions of which is not Article 8, Part 5 of the type for which the Indemnitee may GBCC, make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the costs, charges and expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the CompanyUndertaking. No security shall will be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request will be accepted, and all such payments shall be accepted made, without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActBCA, for purposes of pursuing his the Indemnitee's rights to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he the Indemnitee is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification. No such determination shall be effective unless written notice thereof, which notice shall disclose disclosing with particularity the evidence in support of the Board’s 's determination. The foregoing notice , shall be signed by the director presiding as chairman at the meeting at which the vote have been given to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 30 calendar days after receipt submission of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.the

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses indemnification amounts for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and the Indemnitee shall have received notice within such period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 76 hereof. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B 2 attached hereto and made a part hereof (the “"Undertaking”"), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b)) hereof, the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, request as he determines to be appropriate (an “"Expense Request”"). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines shall within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActBCA, for purposes of pursuing his the Indemnitee's rights to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he the Indemnitee is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification. No such determination shall be effective unless written notice thereof, which notice shall disclose disclosing with particularity the evidence in support of the Board’s 's determination, shall have been given to the Indemnitee within 30 calendar days after submission of the Indemnification Statement. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 76 hereof. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B 2 attached hereto and made a part hereof (the “"Undertaking”"), averring that (i) he the Indemnitee, in good faith, believes that the applicable standards of conduct set forth in Section 2(a), 2(b) or 3(a), as the case may be, have been met, (ii) the Indemnitee has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (iiiii) he the Indemnitee undertakes to repay such amount if it shall ultimately be determined that he the Indemnitee did not meet the applicable standard of conduct or is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b)) hereof, the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, request as he the Indemnitee determines to be appropriate (an “"Expense Request”"). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the CompanyCompany provided that a determination is made that facts then known to those making the determination would not preclude indemnification under the BCA. Such determination shall be made within 10 calendar days of the date of receipt by the Company of the Expense Request and shall be made in the manner specified in Section 2(d). No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDCGL, for purposes of pursuing his the Indemnitee's rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board it shall be deemed to have determined by the appropriate body or person (including the Board, the directors who are not parties to the particular action, suit or proceeding at issue (or a committee thereof), independent legal counsel or the Stockholders, as the case may be) that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board such body or person shall determine by vote of a majority of the directors at a meeting at which a quorum is presentin accordance with Section 2(d), based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnificationindemnification because the Indemnitee failed to meet the standard of conduct set forth in Sections 2(a), 2(b) or 3(a), as the case may be, which notice shall disclose with particularity the evidence in support of the Board’s such determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7review. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section Sections 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “"Undertaking”"), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim claim, whether civil, criminal, administrative or investigative, and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, request as he determines to be appropriate (an “"Expense Request”"). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an actionshall, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an actiondays, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient present that the Indemnitee is not so entitled to rebut the foregoing presumption), indemnification and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 77 hereof. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)) or 3(b) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “"Undertaking”"), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim claim, and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days . Subject to the last sentence of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to this Section 3(b4(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon upon receipt of an Undertaking or Expense Request, as the case may beUndertaking, the Board may make reasonable inquiries to determine whether such expenses relate to an actionshall, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 40 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an actionthe Indemnification Statement, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may beUndertaking, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights The Company shall have no obligation to advancement of advance expenses hereunder, to the Indemnitee shall present (i) until the Indemnitee has submitted to the Company reasonable evidence Board the Indemnification Statement referred to in Section 4(a) hereof, and (ii) in the event the Board determines that the Indemnitee is not entitled to indemnification in accordance with the provisions of all expenses for which advancement is requested, including appropriate invoicesSection 4(a) hereof.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for For purposes of pursuing his any rights to indemnification under Sections 2(a), ) or 2(b) or 3(a)hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board entity making the determination whether the Indemnitee is entitled to indemnification (the "Determining Entity") a sworn written statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring stating that he or she is entitled to indemnification hereunderhereunder and the basis for asserting such a claim for indemnification; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement such a written statement to the Board Determining Entity shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), ) or 2(b) or 3(a)hereof, as the case may be, and the Board Determining Entity shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission receipt of such written statement the Indemnification Statement the Board Determining Entity shall determine (i) in the case of a determination made by the Board, by a vote of a majority of the directors who are not parties to such suit, action or proceeding at a meeting at which a quorum is present, (ii) in the case of a determination made by independent legal counsel, in its judgment, or (iii) in the case of a determination made by the Shareholders, by a vote of a majority of the Shareholders present at a meeting of Shareholders entitled to vote thereon at a meeting at which a quorum is present, in each case based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) that Indemnitee is not entitled to indemnification and the Indemnitee shall have received notice within such 30 calendar day period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which . The notice to the Indemnitee specified in the preceding sentence shall disclose with particularity the evidence in support of the Board’s Determining Entity's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board Determining Entity that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement written statement for indemnification shall be subject to judicial review as provided in Section 77 hereof. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)2(f) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B 1 attached hereto and made a part hereof (the “"Undertaking”"), averring that (i) he or she has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim connection with a Claim and (ii) he or she undertakes to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may beUndertaking, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines shall within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing his her rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring that he she is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached Battached hereto and made a part hereof (the “Undertaking”), averring that (i) he she has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he she undertakes to repay such amount if it shall ultimately be determined that he she is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he she determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his her rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActTBCA, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A EXHIBIT 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he is entitled to indemnification hereunder; , and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and the Indemnitee shall have received notice within such period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 77 hereof. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B EXHIBIT 2 attached hereto and made a part hereof (the “"Undertaking”"), averring that the (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim claim, and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b)) hereof, the Indemnitee may, but shall not be required to, to submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines shall within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActLBCL, for purposes of pursuing his or her rights to indemnification under Sections Section 2(a), Section 2(b), Section 2(c) or Section 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board Company (to the attention of the Secretary) a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring stating that he or she believes that he or she is entitled to indemnification hereunder; pursuant to this Agreement, together with such documents supporting the request as are reasonably available to the Indemnitee and are reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification hereunder (the "Supporting Documentation"). Upon receipt of any Indemnification Statement the Company will promptly advise the Board of Directors of the Company (the "Board") in writing that the Indemnitee has requested indemnification. (b) The Indemnitee's entitlement to indemnification under Section 2(a), Section 2(b), Section 2(c) or Section 3(a), as the case may be, will be determined promptly following a claim by the Indemnitee for indemnification thereunder, and in any event not more than 30 calendar days after receipt by the Company of such Indemnification Statement and Supporting Documentation. The Indemnitee's entitlement to indemnification under 2(a) or Section 2(b) will, subject to the next sentence, be made in one of the following ways: (i) by the Board by a majority vote of a quorum consisting of directors who are or were not parties to such Proceeding or claim ("Disinterested Directors"), or (ii) present by written opinion of independent legal counsel selected by a majority of the Disinterested Directors (or, if there are no Disinterested Directors or a majority vote thereof is not obtainable, by a majority of the entire Board) and to which the Indemnitee does not reasonably object, if a quorum of the Board consisting of Disinterested Directors is not obtainable and the Board so directs or, even if obtainable, the quorum of Disinterested Directors so directs, or (iii) by the stockholders of the Company (but only if a majority of Disinterested Directors, if they constitute a quorum of the Board, presents the issue of entitlement to indemnification to the stockholders of the Company 4 for their determination), or (iv) as deemed to have been determined in accordance with Section 4(c). The Indemnitee's entitlement to indemnification under Section 2(c), Section 3(a) or, in the event of a Change of Control (as hereinafter defined), under Section 2(a) or Section 2(b) will be determined by written opinion of independent legal counsel selected by the Indemnitee. Independent legal counsel selected as described above will be a law firm or member of a law firm (x) that neither at the time in question nor in the five years immediately preceding such time has been retained to represent (A) the Company (or any of its affiliates) or the Indemnitee in any matter material to either such party or (B) any other party to the Proceeding or claim giving rise to a claim for indemnification under this Agreement, (y) that, under the applicable standards of professional conduct then prevailing under the law of the State of Louisiana, would not be precluded from representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement and (z) to which the Indemnitee or the Company, acting therein through a majority of the Disinterested Directors or, if there are no Disinterested Directors, by a majority of the entire Board, does not reasonably object. If the Company or the Indemnitee reasonably objects to such independent legal counsel the Company, acting therein as hereinbefore provided, or the Indemnitee shall select another independent legal counsel subject to similar reasonable evidence objection until there is no further such objection to such independent legal counsel. The Company will pay the fees and expenses of all expenses for which payment is requested, including appropriate invoices. such independent legal counsel. (c) Submission of an Indemnification Statement and Supporting Documentation to the Board shall Company pursuant to Section 4(b) will create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), Section 2(b), Section 2(c) or Section 3(a), as the case may be, and thereafter the Board shall Company will have the burden of proof to overcome that presumption in reaching a contrary determination. In any event, the Indemnitee will be deemed to have determined that the Indemnitee is be entitled to indemnification under Section 2(a), Section 2(b), Section 2(c) or Section 3(a) herein unless, within the 30-calendar day period following receipt by the Company of such indemnification unless within 30 calendar days after submission of the Indemnification Statement and Supporting Documentation, the Board shall person or persons empowered under Section 4(b) to determine by vote of the Indemnitee's entitlement to indemnification have been appointed and have made a majority of the directors at a meeting at which a quorum is presentdetermination, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), that the Indemnitee is not entitled to such indemnification and the Indemnitee shall have has received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which . The foregoing notice shall (i) disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall such determination and (ii) be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnificationindemnification or, if such determination was made by independent legal counsel, include a signed copy of the related written opinion of such counsel. The provisions of this Section 4(a4(c) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and only; any determination by the Board pursuant to this Section 4(c) that the Indemnitee is not entitled to the indemnification and any related failure to make the payments requested in the Indemnification Statement shall will be subject to judicial review as provided in Section 76. (bd) For purposes If a determination is made or deemed to have been made pursuant to this Section 4 that the Indemnitee is entitled to indemnification, the Company will pay to the Indemnitee the amounts to which the Indemnitee is entitled within five business days after such determination of determining whether entitlement to authorize indemnification has been made or deemed to have been made. (e) In order to obtain advancement of expenses pursuant to Section 2(e), the Indemnitee shall will submit to the Board Company a sworn statement of request for advancement of expenses written undertaking substantially in the form of Exhibit B 2 attached hereto and made a part hereof hereto, executed personally or on his or her behalf (the “"Undertaking”"), averring stating that (i) he or she has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim a Proceeding and (ii) if and to the extent required by law at the time of such advance, he or she undertakes to repay such amount if amounts advanced as to which it shall may ultimately be determined that he the Indemnitee is not entitled entitled. In order to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting obtain advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, may submit an Undertaking or or, if the Indemnitee chooses not to submit an Undertaking, shall submit such other form of request, request as he or she determines to be appropriate (an “"Expense Request”"). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines Company will within 10 5 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the costs, charges and expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall will be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request will be accepted, and all such payments shall be accepted made, without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActLBCL, for purposes of pursuing his rights to indemnification under Sections Section 2(a), Section 2(b), Section 2(c) or Section 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board Company (to the attention of the Secretary) a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “Indemnification Statement”) averring stating that he believes that he is entitled to indemnification hereunder; pursuant to this Agreement, together with such documents supporting the request as are reasonably available to the Indemnitee and are reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification hereunder (the “Supporting Documentation”). Upon receipt of any Indemnification Statement the Company will promptly advise the Board of Directors of the Company (the “Board”) in writing that the Indemnitee has requested indemnification. (b) The Indemnitee’s entitlement to indemnification under Section 2(a), Section 2(b), Section 2(c) or Section 3(a), as the case may be, will be determined promptly following a claim by the Indemnitee for indemnification thereunder, and in any event not more than 30 calendar days after receipt by the Company of such Indemnification Statement and Supporting Documentation. The Indemnitee’s entitlement to indemnification under 2(a) or Section 2(b) will, subject to the next sentence, be made in one of the following ways: (i) by the Board by a majority vote of a quorum consisting of directors who are or were not parties to such Proceeding or claim (“Disinterested Directors”), or (ii) present by written opinion of independent legal counsel selected by a majority of the Disinterested Directors (or, if there are no Disinterested Directors or a majority vote thereof is not obtainable, by a majority of the entire Board) and to which the Indemnitee does not reasonably object, if a quorum of the Board consisting of Disinterested Directors is not obtainable and the Board so directs or, even if obtainable, the quorum of Disinterested Directors so directs, or (iii) by the stockholders of the Company (but only if a majority of Disinterested Directors, if they constitute a quorum of the Board, presents the issue of entitlement to indemnification to the stockholders of the Company for their determination), or (iv) as deemed to have been determined in accordance with Section 4(c). The Indemnitee’s entitlement to indemnification under Section 2(c), Section 3(a) or, in the event of a Change of Control (as hereinafter defined), under Section 2(a) or Section 2(b) will be determined by written opinion of independent legal counsel selected by the Indemnitee. Independent legal counsel selected as described above will be a law firm or member of a law firm (x) that neither at the time in question nor in the five years immediately preceding such time has been retained to represent (A) the Company (or any of its affiliates) or the Indemnitee in any matter material to either such party or (B) any other party to the Proceeding or claim giving rise to a claim for indemnification under this Agreement, (y) that, under the applicable standards of professional conduct then prevailing under the law of the State of Louisiana, would not be precluded from representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement and (z) to which the Indemnitee or the Company, acting therein through a majority of the Disinterested Directors or, if there are no Disinterested Directors, by a majority of the entire Board, does not reasonably object. If the Company or the Indemnitee reasonably objects to such independent legal counsel the Company, acting therein as hereinbefore provided, or the Indemnitee shall select another independent legal counsel subject to similar reasonable evidence objection until there is no further such objection to such independent legal counsel. The Company will pay the fees and expenses of all expenses for which payment is requested, including appropriate invoices. such independent legal counsel. (c) Submission of an Indemnification Statement and Supporting Documentation to the Board shall Company pursuant to Section 4(b) will create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), Section 2(b), Section 2(c) or Section 3(a), as the case may be, and thereafter the Board shall Company will have the burden of proof to overcome that presumption in reaching a contrary determination. In any event, the Indemnitee will be deemed to have determined that the Indemnitee is be entitled to indemnification under Section 2(a), Section 2(b), Section 2(c) or Section 3(a) herein unless, within the 30-calendar day period following receipt by the Company of such indemnification unless within 30 calendar days after submission of the Indemnification Statement and Supporting Documentation, the Board shall person or persons empowered under Section 4(b) to determine by vote of the Indemnitee’s entitlement to indemnification have been appointed and have made a majority of the directors at a meeting at which a quorum is presentdetermination, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), that the Indemnitee is not entitled to such indemnification and the Indemnitee shall have has received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which . The foregoing notice shall (i) disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall such determination and (ii) be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnificationindemnification or, if such determination was made by independent legal counsel, include a signed copy of the related written opinion of such counsel. The provisions of this Section 4(a4(c) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and only; any determination by the Board pursuant to this Section 4(c) that the Indemnitee is not entitled to the indemnification and any related failure to make the payments requested in the Indemnification Statement shall will be subject to judicial review as provided in Section 76. (bd) For purposes If a determination is made or deemed to have been made pursuant to this Section 4 that the Indemnitee is entitled to indemnification, the Company will pay to the Indemnitee the amounts to which the Indemnitee is entitled within five business days after such determination of determining whether entitlement to authorize indemnification has been made or deemed to have been made. (e) In order to obtain advancement of expenses pursuant to Section 2(e), the Indemnitee shall will submit to the Board Company a sworn statement of request for advancement of expenses written undertaking substantially in the form of Exhibit B 2 attached hereto and made a part hereof hereto, executed personally or on his behalf (the “Undertaking”), averring stating that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim a Proceeding and (ii) he undertakes to repay such amount if amounts advanced as to which it shall may ultimately be determined that he the Indemnitee is not entitled entitled. In order to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting obtain advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, may submit an Undertaking or or, if the Indemnitee chooses not to submit an Undertaking, shall submit such other form of request, request as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may Company will within 5 business days make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the costs, charges and expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall will be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request will be accepted, and all such payments shall be accepted made, without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “Indemnification Statement”) averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses indemnification amounts for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and the Indemnitee shall have received notice within such period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 76 hereof. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B 2 attached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b)) hereof, the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, request as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines shall within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a), the Agreement as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached Aattached hereto and made a part hereof (the “Indemnification Statement”) averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. . (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached Battached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or of claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee lndemnitee may, but shall not be required to, submit an Undertaking or such other form of request, request as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee lndemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required require in connection with any Undertaking or Expense Request and any an Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices. 5.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Georgia Business Corporation ActCode (the “GBCC”), for purposes of pursuing his or her rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may beindemnification, the Indemnitee may, but shall not be required to, (i) submit to the Board Company (to the attention of the Corporate Secretary) a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring stating that he or she believes that he or she is entitled to indemnification hereunder; and (ii) present pursuant to this Agreement, together with such documents supporting the request as are reasonably available to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement Indemnitee and are reasonably necessary to the Board shall create a presumption that determine whether and to what extent the Indemnitee is entitled to indemnification under Sections 2(a)hereunder. Upon receipt of any Indemnification Statement, 2(b) or 3(a), as the case may be, and Corporate Secretary will promptly advise the Board shall be deemed to have determined of Directors of the Company in writing that the Indemnitee is entitled has requested indemnification. The Indemnitee’s entitlement to such indemnification unless under SECTION 2 will be determined in accordance with the provisions of the GBCC within 30 calendar days after submission receipt by the Company of a request for Indemnification. (b) The Company shall advance all reasonable expenses incurred by Indemnitee in connection with any Proceeding if Indemnitee submits to the Company a written undertaking (the “Undertaking”) substantially in the form attached hereto as Annex I, stating that (i) he or she believes that he or she has met the standard of conduct set forth in Section 14-2-851 of the Indemnification Statement GBCC or that the Board shall determine by vote of proceeding involves conduct for which liability has been eliminated under a majority provision of the directors Articles of Incorporation as authorized by paragraph (4) of subsection (b) of Section 14-2-202 of the GBCC, (ii) he or she has incurred or will incur actual expenses in connection with a Proceeding and (ii) if and to the extent required by law at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing time of such determinationadvance, that the Indemnitee he or she undertakes to repay such amounts advanced as to which it ultimately is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board determined that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 Within forty-five (45) calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an actionUndertaking, suitthe Company will, proceeding or claim in accordance with the subject matter provisions of which is not Article 8, Part 5 of the type for which the Indemnitee may GBCC, make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the costs, charges and expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the CompanyUndertaking. No security shall will be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request will be accepted, and all such payments shall be accepted made, without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “"Undertaking”"), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.of

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActLBCL, for purposes of pursuing his or her rights to indemnification under Sections Section 2(a), Section 2(b), Section 2(c) or Section 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board Company (to the attention of the Secretary) a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “Indemnification Statement”) averring stating that he or she believes that he or she is entitled to indemnification hereunder; pursuant to this Agreement, together with such documents supporting the request as are reasonably available to the Indemnitee and are reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification hereunder (the “Supporting Documentation”). Upon receipt of any Indemnification Statement the Company will promptly advise the Board of Directors of the Company (the “Board”) in writing that the Indemnitee has requested indemnification. (b) The Indemnitee’s entitlement to indemnification under Section 2(a), Section 2(b), Section 2(c) or Section 3(a), as the case may be, will be determined promptly following a claim by the Indemnitee for indemnification thereunder, and in any event not more than 30 calendar days after receipt by the Company of such Indemnification Statement and Supporting Documentation. The Indemnitee’s entitlement to indemnification under 2(a) or Section2(b) will, subject to the next sentence, be made in one of the following ways: (i) by the Board by a majority vote of a quorum consisting of directors who are or were not parties to such Proceeding or claim (“Disinterested Directors”), or (ii) present by written opinion of independent legal counsel selected by a majority of the Disinterested Directors (or, if there are no Disinterested Directors or a majority vote thereof is not obtainable, by a majority of the entire Board) and to which the Indemnitee does not reasonably object, if a quorum of the Board consisting of Disinterested Directors is not obtainable and the Board so directs or, even if obtainable, the quorum of Disinterested Directors so directs, or (iii) by the stockholders of the Company (but only if a majority of Disinterested Directors, if they constitute a quorum of the Board, presents the issue of entitlement to indemnification to the stockholders of the Company for their determination), or (iv) as deemed to have been determined in accordance with Section 4(c). The Indemnitee’s entitlement to indemnification under Section 2(c), Section 3(a) or, in the event of a Change of Control (as hereinafter defined), under Section 2(a) or Section 2(b) will be determined by written opinion of independent legal counsel selected by the Indemnitee. Independent legal counsel selected as described above will be a law firm or member of a law firm (x) that neither at the time in question nor in the five years immediately preceding such time has been retained to represent (A) the Company (or any of its affiliates) or the Indemnitee in any matter material to either such party or (B) any other party to the Proceeding or claim giving rise to a claim for indemnification under this Agreement, (y) that, under the applicable standards of professional conduct then prevailing under the law of the State of Louisiana, would not be precluded from representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement and (z) to which the Indemnitee or the Company, acting therein through a majority of the Disinterested Directors or, if there are no Disinterested Directors, by a majority of the entire Board, does not reasonably object. If the Company or the Indemnitee reasonably objects to such independent legal counsel the Company, acting therein as hereinbefore provided, or the Indemnitee shall select another independent legal counsel subject to similar reasonable evidence objection until there is no further such objection to such independent legal counsel. The Company will pay the fees and expenses of all expenses for which payment is requested, including appropriate invoices. such independent legal counsel. (c) Submission of an Indemnification Statement and Supporting Documentation to the Board shall Company pursuant to Section 4(b) will create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), Section 2(b), Section 2(c) or Section 3(a), as the case may be, and thereafter the Board shall Company will have the burden of proof to overcome that presumption in reaching a contrary determination. In any event, the Indemnitee will be deemed to have determined that the Indemnitee is be entitled to indemnification under Section 2(a), Section 2(b), Section 2(c) or Section 3(a) herein unless, within the 30-calendar day period following receipt by the Company of such indemnification unless within 30 calendar days after submission of the Indemnification Statement and Supporting Documentation, the Board shall person or persons empowered under Section 4 (b) to determine by vote of the Indemnitee’s entitlement to indemnification have been appointed and have made a majority of the directors at a meeting at which a quorum is presentdetermination, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), that the Indemnitee is not entitled to such indemnification and the Indemnitee shall have has received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which . The foregoing notice shall (i) disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall such determination and (ii) be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnificationindemnification or, if such determination was made by independent legal counsel, include a signed copy of the related written opinion of such counsel. The provisions of this Section 4(a4(c) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and only; any determination by the Board pursuant to this Section 4(c) that the Indemnitee is not entitled to the indemnification and any related failure to make the payments requested in the Indemnification Statement shall will be subject to judicial review as provided in Section 7Section6. (bd) For purposes If a determination is made or deemed to have been made pursuant to this Section 4 that the Indemnitee is entitled to indemnification, the Company will pay to the Indemnitee the amounts to which the Indemnitee is entitled within five business days after such determination of determining whether entitlement to authorize indemnification has been made or deemed to have been made. (e) In order to obtain advancement of expenses pursuant to Section 2(e), the Indemnitee shall will submit to the Board Company a sworn statement of request for advancement of expenses written undertaking substantially in the form of Exhibit B 2 attached hereto and made a part hereof hereto, executed personally or on his or her behalf (the “Undertaking”), averring stating that (i) he or she has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim a Proceeding and (ii) if and to the extent required by law at the time of such advance, he or she undertakes to repay such amount if amounts advanced as to which it shall may ultimately be determined that he the Indemnitee is not entitled entitled. In order to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting obtain advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, may submit an Undertaking or or, if the Indemnitee chooses not to submit an Undertaking, shall submit such other form of request, request as he or she determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines Company will within 10 5 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the costs, charges and expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall will be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request will be accepted, and all such payments shall be accepted made, without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. . (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.. 4

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he is entitled to indemnification hereunder; hereunder and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is innocent of any wrongdoing and is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless unless, within 30 calendar days after submission of the Indemnification Statement Statement, the Board shall consult with the underwriter of its directors' and officers' liability insurance and determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and the Indemnitee shall have received notice within such period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 77 hereof. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B 2 attached hereto and made a part hereof (the “"Undertaking”"), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b)) hereof, the Indemnitee may, but shall not be required to, may submit an Undertaking or such other form of request, request as he determines to be appropriate (an “"Expense Request”"). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines shall within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActBCA, for purposes of pursuing his the Indemnitee's rights to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he the Indemnitee is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification. No such determination shall be effective unless written notice thereof, which notice shall disclose disclosing with particularity the evidence in support of the Board’s 's determination, shall have been given to the Indemnitee within 30 calendar days after submission of the Indemnification Statement. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing his any rights to indemnification under Sections Section 2(a), ) or 2(b) or 3(a)hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board entity making the determination whether the Indemnitee is entitled to indemnification (the "Determining Entity") a sworn written statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring stating that he is entitled to indemnification hereunderhereunder and the basis for asserting such a Claim for indemnification; and (ii) present to the Company Corporation reasonable evidence of all expenses Indemnifiable Expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement such a written statement to the Board Determining Entity shall create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), ) or 2(b) or 3(a)hereof, as the case may be, and the Board Determining Entity shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission receipt of such written statement the Indemnification Statement the Board Determining Entity shall determine (i) in the case of a determination made by the Board, by a vote of a majority of the directors who are not parties to such Proceeding, at a meeting at which a quorum is present, (ii) in the case of a determination made by independent legal counsel, in its judgment, or (iii) in the case of a determination made by the Stockholders, by a vote of a majority of the common Stockholders entitled to vote at the election of directors present at a meeting of Stockholders entitled to vote thereon at a meeting at which a quorum is present in each case based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) that the Indemnitee is not entitled to indemnification and the Indemnitee shall have received notice within such 30 calendar day period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which . The notice to the Indemnitee specified in the preceding sentence shall disclose with particularity the evidence in support of the Board’s Determining Entity's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a3(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses Indemnifiable Expenses pursuant to Section 2(e)2(c) hereof, the Indemnitee shall submit to the Board and Computer 2000 a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “"Undertaking”"), averring that (i) he has reasonably incurred or will shall reasonably incur actual expenses Indemnifiable Expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim connection with a Claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company 5 Corporation under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may beUndertaking, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines Computer 2000 shall within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses Indemnifiable Expenses stated in the Undertaking or Expense Request, as the case may beUndertaking, whereupon such payments shall immediately be made by the CompanyCorporation or Computer 2000. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s 's ability to make repayment. (c) If, at the time of the receipt of the written statement of request for indemnification described in clause (b)(i) above the Corporation maintains an insurance policy or policies providing directors' and officers' liability insurance, the Corporation shall promptly give prompt notice of the commencement of a Proceeding to the insurers in accordance with the procedures set forth in the respective policies. For purposes The Corporation shall thereafter use its reasonable best efforts to cause such insurers to pay on behalf of pursuing his rights the Indemnitee, or to advancement reimburse the Corporation for amounts paid on behalf of expenses the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (d) The Indemnitee hereby agrees that if the Corporation maintains directors' and officers' liability insurance at the time of the commencement of a Proceeding for which the Indemnitee may be entitled to indemnification hereunder, he will give the Corporation and/or Computer 2000 full cooperation in order that payments may be made on behalf of the Indemnitee shall present by the insurer or insurers or that the Corporation or Computer 2000, as the case may be, may be reimbursed by such insurer or insurers, for amounts paid on behalf of the Indemnitee, in each case, in accordance with the terms of such insurance policies. The Indemnitee further agrees to give the Company reasonable evidence insurer or insurers full cooperation and such information as it or they may require and to use his best efforts as an insured director or officer thereunder to comply with the terms and conditions of all expenses for which advancement is requested, including appropriate invoicessuch policies.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses indemnification amounts for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and the Indemnitee shall have received notice within such period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7.entitled (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B 2 attached hereto and made a part hereof (the “"Undertaking”"), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b)) hereof, the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.but

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActCharter, By-Laws or DGCL, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, to (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 77 hereof. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny any indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the he Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActCharter, By-Laws or DGCL, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, to (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “Indemnification Statement”) averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 77 hereof. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)) or 3(b) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B 2 attached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may beUndertaking, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines shall within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may beUndertaking, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing his her rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring that he she is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he she has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he she undertakes to repay such amount if it shall ultimately be determined that he she is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he she determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his her rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActMGCL, the Indemnitee shall, for purposes of pursuing his rights to indemnification under Sections Section 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, ) hereof: (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) ), averring that he is entitled to indemnification hereunder; and and (ii) present to the Company Trust reasonable evidence of all expenses Indemnified Amounts for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption . (b) The determination described in Section 2(f) hereof that the Indemnitee is entitled to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof shall be made: (i) by the Board, by a majority vote of a quorum consisting of trustees not, at the time, parties to such Proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a committee of the Board consisting solely of two or more trustees not, at the time, parties to such Proceeding and who were duly designated to act in the matter by a majority vote of the full Board in which the designated trustees who are parties may participate; (ii) by special legal counsel selected by the Board or a committee of the Board by vote as set forth in subparagraph (i) of this paragraph, or, if the case may be, requisite quorum of the full Board cannot be obtained therefor and the committee cannot be established, by a majority vote of the full Board in which trustees who are parties may participate, with the approval of the Indemnitee of such selection, which approval shall not be deemed unreasonably withheld; or (iii) by the Shareholders; provided, however, that shares held by trustees who are parties to the Proceeding may not be voted with respect to any such determination; provided, however, that if a Change in Control (as defined in the then Employment Agreement of the Chief Executive Officer of the Company) shall have determined occurred, the determination described in Section 2(f) hereof that the Indemnitee is entitled to indemnification under Section 2(a) or 3(a) hereof shall be made by special legal counsel selected by the Indemnitee, with the approval of the Board of such selection, which approval shall not be unreasonably withheld. (c) Authorization of indemnification unless and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible; provided, however, that if the determination that indemnification is permissible is made by the Shareholders, authorization of indemnification and determination as to reasonableness of expenses shall be made by the Board or a committee of the Board in the manner specified in (i) above; and provided, further, that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be made in the manner specified above for selection of such counsel. Special legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Trust or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Trust agrees to pay the reasonable fees and expenses of such special legal counsel and to indemnify such counsel against costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by such counsel in connection with this Agreement. (d) The Board shall make (or shall cause to be made) the determination described in Section 2(f) hereof in the manner set forth in Section 4(b) hereof within 30 calendar days after submission of the receipt of an Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is presentStatement; provided, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determinationhowever, that the Board may, in its sole and absolute discretion, elect to extend such 30 day period for up to 30 additional calendar days by delivering notice of such extension to the Indemnitee is not so entitled within the initial 30 day period. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which notice shall disclose with particularity is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination in the evidence in support discretion of the Board’s determinationBoard or special legal counsel if retained pursuant to Section 4(b). The foregoing notice Any expenses actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be signed borne by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in Trust (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and voted to deny indemnificationthe Trust shall indemnify and hold Indemnitee harmless therefrom. The provisions of this Section 4(a4(d) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any Sections 2(a) or 3(a). Any determination by the Board that the Indemnitee is not entitled to the such indemnification and any failure of the Trust to make the payments pay any amounts requested in the an Indemnification Statement shall be subject to judicial review as provided in Section 76 hereof. (be) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)2(g) or Section 3(b) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that Board: (i) he a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the Requisite Standard of Conduct has reasonably incurred or will reasonably incur actual expenses in defending been met (an actual or threatened civil or criminal action, suit, proceeding or claim and “Affirmation”); and (ii) he undertakes a written undertaking by or on behalf of the Indemnitee to repay such the amount if it shall ultimately be determined that he is the Requisite Standard of Conduct has not entitled been met (an “Undertaking”). The Undertaking required by this Section 4(e) shall be an unlimited general obligation of the Indemnitee but need not be secured and shall be accepted without reference to be indemnified by financial ability to make the Company repayment. Payments under this Agreement or otherwise, which repayment subsection shall be made within 180 days of a written request therefor as provided by the Company. For purposes Declaration of requesting advancement of expenses pursuant to Section 3(b)Trust, the Indemnitee mayBy-laws, but shall not be required toor contract or as specified in this Section 4. The Board shall, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after of receipt of such Undertaking or Expense Request that such expenses relate to an actionUndertaking, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may besuch Undertaking, whereupon such payments the Trust shall immediately make payment of such amounts. Any dispute as to the reasonableness of any expense shall not delay an expense advance by the Trust. (f) If, when, and to the extent that the Board or other party determining whether the Indemnitee is entitled to indemnification as provided in Section 4(b) (the “Reviewing Party”) determines that (x) Indemnitee would not be permitted to be indemnified with respect to a claim for indemnification under applicable law or (y) the amount of the expense advance was not reasonable, the Trust shall be entitled to be reimbursed by Indemnitee and Indemnitee hereby agrees to reimburse the Trust without interest (which agreement shall be an unsecured obligation of Indemnitee) for (i) all related expense advances theretofore made or paid by the Trust in the event that it is determined that indemnification would not be permitted or (ii) the excessive portion of any expense advances in the event that it is determined that such expenses advances were unreasonable; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee could be indemnified under applicable law, or that the expense advances were reasonable, any determination made by the Company. No security Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law or that the expense advances were unreasonable; shall not be binding, and the Trust shall be required in connection obligated to continue to make expense advances, until a final judicial determination is made with any Undertaking respect thereto (as to which all rights of appeal therefrom have been exhausted or Expense Request and any Undertaking or Expense Request lapsed), which determination shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoicesconclusive and binding.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached Aattached hereto and made a part hereof (the “Indemnification Statement”) averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e2(c), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto hereto) and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing his an Indemnitee's rights to indemnification under Sections Section 2(a), Section 2(b) or Section 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board Company (to the attention of the Secretary) a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring stating that he such Indemnitee believes that such Indemnitee is entitled to indemnification hereunder; pursuant to this Agreement, together with such documents supporting the request as are reasonably available to the Indemnitee and are reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification hereunder (the "Supporting Documentation"). Upon receipt of any Indemnification Statement, the Company will promptly advise the Board of Directors of the Company (the "Board") in writing that the Indemnitee has requested indemnification. (b) The Indemnitee's entitlement to indemnification under Section 2(a), Section 2(b) or Section 3(a), as the case may be, will be determined promptly following a claim by the Indemnitee for indemnification thereunder and in any event (if the Indemnitee submits to the Company an Indemnification Statement and Supporting Documentation) not less than 30 calendar days after receipt by the Company of such Indemnification Statement and Supporting Documentation. The Indemnitee's entitlement to indemnification under Section 2(a) or Section 2(b) will, subject to the next sentence, be made in one of the following ways: (i) by the Board by a majority vote of the directors who are not and were not parties to such Proceeding or claim ("Disinterested Directors"), even though less than a quorum, (ii) present if there are no Disinterested Directors, or if a majority of the Disinterested Directors so direct, by written opinion of independent legal counsel selected by a majority of the Disinterested Directors (or, if there are no Disinterested Directors or a majority vote thereof is not obtainable, by a majority of the entire Board), if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, a quorum of Disinterested Directors so directs, (iii) by the stockholders of the Company (but only if a majority of Disinterested Directors, if they constitute a quorum of the Board, presents the issue of entitlement to indemnification to the stockholders of the Company for their determination) or (iv) as deemed to have been determined in accordance with Section 4(c). The Indemnitee's entitlement to indemnification under Section 3(a) or, in the event of a Change of Control (as hereinafter defined), under Section 2(a) or Section 2(b) will be determined by written opinion of independent legal counsel selected by the Indemnitee. Independent legal counsel selected as described above will be a law firm or member of a law firm (x) that neither at the time in question nor in the five years immediately preceding such time has been retained to represent (A) the Company (or any of its affiliates) or the Indemnitee in any matter material to either such party or (B) any other party to the Proceeding or claim giving rise to a claim for indemnification under this Agreement, (y) that, under the applicable standards of professional conduct then prevailing under the law of the State of Delaware, would not be precluded from representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement and (z) to which the Indemnitee or the Company, acting therein through a majority of the Disinterested Directors or, if there are no Disinterested Directors, by a majority of the entire Board, does not reasonably object. If such independent legal counsel is reasonably objected to by the Indemnitee or the Company, the Indemnitee shall select another independent legal counsel subject to similar reasonable evidence objection until independent legal counsel is agreed upon. The Company will pay the fees and expenses of all expenses for which payment is requested, including appropriate invoices. such independent legal counsel. (c) Submission of an Indemnification Statement and Supporting Documentation to the Board shall Company pursuant to Section 4(b) will create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), Section 2(b) or Section 3(a), as the case may be, and thereafter the Board shall be deemed Company will have the burden of proof to overcome that presumption in reaching a contrary determination. In any event, if the person or persons empowered under Section 4(b) to determine the Indemnitee's entitlement to indemnification have determined that the Indemnitee is entitled to such indemnification unless not been appointed or have not made a determination within 30 calendar days after submission receipt by the Company of the such Indemnification Statement and Supporting Documentation, the Board shall Indemnitee will be deemed to be entitled to indemnification unless within such 30-calendar day period the person or persons empowered under Section 4(b) to determine by vote of entitlement to indemnification have made a majority of the directors at a meeting at which a quorum is presentdetermination, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), that the Indemnitee is not entitled to such indemnification and the Indemnitee shall have has received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall will (i) disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall such determination and (ii) (A) if made by Disinterested Directors, be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons Disinterested Directors who participated in the determination and voted to deny indemnification, (B) if made by independent legal counsel, include a copy of the related written opinion of such counsel or (C) if made by the stockholders of the Company, include a certificate of the Company's Secretary as to the vote of such stockholders. The provisions of this Section 4(a4(c) are intended to be procedural only and shall will not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall will be subject to judicial review as provided in Section 76. (bd) For purposes If a determination is made or deemed to have been made pursuant to this Section 4 that the Indemnitee is entitled to indemnification, the Company will pay to the Indemnitee the amounts to which the Indemnitee is entitled within five business days after such determination of determining whether entitlement to authorize indemnification has been made or deemed to have been made. (e) In order to obtain advancement of expenses pursuant to Section 2(e), the Indemnitee shall will submit to the Board Company a sworn statement of request for advancement of expenses written undertaking substantially in the form of Exhibit B 2 attached hereto and made a part hereof hereto, executed personally or on behalf of such Indemnitee (the “"Undertaking”"), averring stating that (i) he such Indemnitee has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim a Proceeding and (ii) he ), if and to the extent required by law at the time of such advance, such Indemnitee undertakes to repay such amount if amounts advanced as to which it shall may ultimately be determined that he the Indemnitee is not entitled entitled. In order to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting obtain advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, may submit an Undertaking or or, if the Indemnitee chooses not to submit an Undertaking, shall submit such other form of request, request as he such Indemnitee determines to be appropriate (an “"Expense Request”"). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines Company will within 10 5 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the costs, charges and expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall will be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request will be accepted, and all such payments shall be accepted made, without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing his or her rights to indemnification under Sections Section 2(a), Section 2(b) or Section 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board Company (to the attention of the Secretary) a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he is entitled or she believes (b) The Indemnitee's entitlement to indemnification hereunder; under Section 2(a), Section 2(b) or Section 3(a), as the case may be, will be determined not less than 30 calendar days after receipt by the Company of an Indemnification Statement and Supporting Documentation and will be made in one of the following ways: (i) by the Board by a majority vote of a quorum consisting of directors who are or were not parties to such Proceeding ("Disinterested Directors"), or (ii) present by written opinion of independent legal counsel selected by a majority of the Disinterested Directors (or, if there are no Disinterested Directors or a majority vote thereof is not obtainable, by a majority of the entire Board), if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, a quorum of Disinterested Directors so directs, or (iii) by the stockholders of the Company (but only if a majority of Disinterested Directors, if they constitute a quorum of the Board, presents the issue of entitlement to indemnification to the stockholders of the Company reasonable evidence of all expenses for which payment is requestedtheir determination), including appropriate invoices. or (iv) (c) Submission of an Indemnification Statement and Supporting Documentation to the Board shall Company pursuant to Section 4(b) will create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), Section 2(b) or Section 3(a), as the case may be, and thereafter the Board shall Company will have the burden of proof to overcome that presumption in reaching a contrary determination. In any event, if the person or persons empowered under Section 4(b) to determine the Indemnitee's entitlement to indemnification have not been appointed or have not made a determination within 30 calendar days after receipt by the Company of such Indemnification Statement and Supporting Documentation, the Indemnitee will be deemed to be entitled to (d) If a determination is made or deemed to have determined been made pursuant to this Section 4 that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of indemnification, the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient Company will pay to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the amounts to which the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support within two business days after such determination of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee entitlement to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled has been made or deemed to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7have been made. (be) For purposes of determining whether In order to authorize obtain advancement of expenses pursuant to Section 2(e), the Indemnitee shall will submit to the Board Company a sworn statement of request for advancement of expenses written undertaking substantially in the form of Exhibit B 2 attached hereto and made a part hereof hereto, executed personally or on his or her behalf (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.the

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing his or her rights to indemnification under Sections Section 2(a), Section 2(b) or Section 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board Company (to the attention of the Secretary) a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring stating that he or she believes that he or she is entitled to indemnification hereunder; pursuant to this Agreement, together with such documents supporting the request as are reasonably available to the Indemnitee and are reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification hereunder (the "Supporting Documentation"). Upon receipt of any Indemnification Statement, the Company will promptly advise the Board of Directors of the Company (the "Board") in writing that the Indemnitee has requested indemnification. (b) The Indemnitee's entitlement to indemnification under Section 2(a), Section 2(b) or Section 3(a), as the case may be, will be determined promptly following a claim by the Indemnitee for indemnification thereunder and in any event (if the Indemnitee submits to the Company an Indemnification Statement and Supporting Documentation) not less than 30 calendar days after receipt by the Company of such Indemnification Statement and Supporting Documentation. The Indemnitee's entitlement to indemnification under Section 2(a) or Section 2(b) will, subject to the next sentence, be made in one of the following ways: (i) by the Board by a majority vote of the directors who are not and were not parties to such Proceeding or claim ("Disinterested Directors"), even though less than a quorum, (ii) present to if there are no Disinterested Directors, or if a majority of the Company reasonable evidence Disinterested Directors so direct, by written opinion of all expenses for which payment independent legal counsel selected by a majority of the Disinterested Directors (or, if there are no Disinterested Directors or a majority vote thereof is requestednot obtainable, including appropriate invoices. by a majority of the entire Board), if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even (c) Submission of an Indemnification Statement and Supporting Documentation to the Board shall Company pursuant to Section 4(b) will create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), Section 2(b) or Section 3(a), as the case may be, and thereafter the Board shall be deemed Company will have the burden of proof to overcome that presumption in reaching a contrary determination. In any event, if the person or persons empowered under Section 4(b) to determine the Indemnitee's entitlement to indemnification have determined that the Indemnitee is entitled to such indemnification unless not been appointed or have not made a determination within 30 calendar days after submission receipt by the Company of the such Indemnification Statement and Supporting Documentation, the Board shall Indemnitee will be deemed to be entitled to indemnification unless within such 30-calendar day period the person or persons empowered under Section 4(b) to determine by vote of entitlement to indemnification have made a majority of the directors at a meeting at which a quorum is presentdetermination, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), that the Indemnitee is not entitled to such indemnification and the Indemnitee shall have has received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall will (i) disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall such determination and (ii) (A) if made by Disinterested Directors, be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons Disinterested Directors who participated in the determination and voted to deny indemnification, (B) if made by independent legal counsel, include a copy of the related written opinion of such counsel or (C) if made by the stockholders of the Company, include a certificate of the Company's Secretary as to the vote of such stockholders. The provisions of this Section 4(a4(c) are intended to be procedural only and shall will not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to (d) If a determination is made or deemed to make have been made pursuant to this Section 4 that the payments requested in Indemnitee is entitled to indemnification, the Indemnification Statement shall be subject Company will pay to judicial review as provided in Section 7the Indemnitee the amounts to which the Indemnitee is entitled within five business days after such determination of entitlement to indemnification has been made or deemed to have been made. (be) For purposes of determining whether In order to authorize obtain advancement of expenses pursuant to Section 2(e), the Indemnitee shall will submit to the Board Company a sworn statement of request for advancement of expenses written undertaking substantially in the form of Exhibit B 2 attached hereto and made a part hereof hereto, executed personally or on his or her behalf (the “"Undertaking”"), averring stating that (i) he or she has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim a Proceeding and (ii) ), if and to the extent required by law at the time of such advance, he or she undertakes to repay such amount if amounts advanced as to which it shall may ultimately be determined that he the Indemnitee is not entitled entitled. In order to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting obtain advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, may submit an Undertaking or or, if the Indemnitee chooses not to submit an Undertaking, shall submit such other form of request, request as he or she determines to be appropriate (an “"Expense Request”"). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines Company will within 10 5 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the costs, charges and expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall will be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request will be accepted, and all such payments shall be accepted made, without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) ), 3(a), or 3(a3(b), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring that he is entitled the entitlement to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses amounts, including expenses, for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) ), 3(a), or 3(a3(b), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine determine, subject to the limitation in Section 4(c) with respect to indemnification under Section 3, by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 76. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he the Indemnitee has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he the Indemnitee undertakes to repay such amount if it shall ultimately be determined that he the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment by the Indemnitee shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he the Indemnitee determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices. (c) With respect to indemnification under Section 3, the Indemnitee’s entitlement to indemnification is not subject to any Board determination except a determination that a judgment or other final adjudication adverse to the Indemnitee (A) establishes that the Indemnitee’s acts or omissions (i) were in breach of the Indemnitee’s duty of loyalty (as defined in Section 3(a)), (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit, or (B) was not an action to enforce the provisions of this Agreement and the indemnification arises from an action or a portion thereof initiated by the Indemnitee without authorization or consent by Board resolution.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing his rights to indemnification under Sections Section 2(a), Section 2(b) or Section 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board Company (to the attention of the Secretary) a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”Request") averring stating that he believes that he is entitled to indemnification hereunder; pursuant to this Agreement, together with such documents supporting the request as are reasonably available to the Indemnitee and are reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification hereunder (the "Supporting Documentation"). Upon receipt of any Indemnification Request, the officers of the Company will promptly advise the Board in writing that the Indemnitee has requested indemnification. (b) The Indemnitee's entitlement to indemnification under Section 2(a), Section 2(b) or Section 3(a), as the case may be, will be determined promptly following a claim by the Indemnitee for indemnification thereunder and in any event (if the Indemnitee submits to the Company an Indemnification Request and Supporting Documentation) not less than 30 calendar days after receipt by the Company of such Indemnification Request and Supporting Documentation. The Indemnitee's entitlement to indemnification under Section 2(a) or Section 2(b) will, subject to the next sentence, be made in one of the following ways: (i) by the Board by a majority vote of a quorum consisting of directors who are not and were not parties to such Proceeding or claim ("Disinterested Directors"), (ii) present by written opinion of independent legal counsel selected by a majority of the Disinterested Directors (or, if there are no Disinterested Directors or a majority vote thereof is not obtainable, by a majority of the entire Board), if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, a quorum of Disinterested Directors so directs, (iii) by the stockholders of the Company (but only if a majority of Disinterested Directors, if they constitute a quorum of the Board, presents the issue of entitlement to indemnification to the stockholders of the Company for their determination) or (iv) as deemed to have been determined in accordance with Section 4(c). The Indemnitee's entitlement to indemnification under Section 3(a) or, in the event of a Change of Control (as hereinafter defined), under Section 2(a) or Section 2(b) will be determined by written opinion of independent legal counsel selected by the Indemnitee. Independent legal counsel selected as described above will be a law firm or member of a law firm (x) that neither at the time in question nor in the five years immediately preceding such time has been retained to represent (A) the Company (or any of its affiliates) or the Indemnitee in any matter material to either such party or (B) any other party to the Proceeding or claim giving rise to a claim for indemnification under this Agreement, (y) that, under the applicable standards of professional conduct then prevailing under the law of the State of Delaware, would not be precluded from representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement and (z) to which the Company, acting therein through a majority of the Disinterested Directors or, if there are no Disinterested Directors, by a majority of the entire Board, does not reasonably object. If the Company reasonably objects to such independent legal counsel, the Indemnitee shall select another independent legal counsel subject to similar reasonable evidence objection until independent legal counsel is agreed upon. The Company will pay the fees and expenses of all expenses for which payment is requested, including appropriate invoices. such independent legal counsel. (c) Submission of an Indemnification Statement Request and Supporting Documentation to the Board shall Company pursuant to Section 4(b) will create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), Section 2(b) or Section 3(a), as the case may be, and thereafter the Board Company will have the burden of proof to overcome that presumption in reaching a contrary determination. Such presumption shall be deemed to have determined that overcome only by clear and convincing evidence. Consequently, after submission of an Indemnification Request and Supporting Documentation, the Indemnitee is shall be entitled to such indemnification under Section 2(a), Section 2(b) or Section 3(a) unless within 30 calendar days after submission receipt of the Indemnification Statement Request and Supporting Documentation by the Board shall Company the person or persons empowered under Section 4(b) to determine by vote of entitlement to indemnification have made a majority of the directors at a meeting at which a quorum is presentdetermination, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), that the Indemnitee is not entitled to such indemnification and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall (i) disclose with particularity the evidence in support of the Board’s such determination. The foregoing notice shall , (ii) be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification and (iii), if such determination was made by independent legal counsel, include a copy of the related written opinion of such counsel. If the person or persons empowered under Section 4(b) to determine the Indemnitee's entitlement to indemnification have not been appointed or have not made a determination within such 30-day period, the Indemnitee will be deemed to be entitled to indemnification. The provisions of this Section 4(a4(c) are intended to be procedural only and shall will not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall Request will be subject to judicial review as provided in Section 76. (bd) For purposes of determining whether If a determination is made or deemed to authorize have been made pursuant to this Section 4 that the Indemnitee is entitled to indemnification, the Company shall pay to the Indemnitee the amounts to which the Indemnitee is entitled within five business days thereafter, (e) In order to obtain advancement of expenses pursuant to Section 2(e), the Indemnitee shall will submit to the Board Company a sworn statement of request for advancement of expenses written undertaking substantially in the form of Exhibit B 2 attached hereto and made a part hereof hereto, executed personally or on his behalf (the “"Undertaking”"), averring stating that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim a Proceeding and (ii) ), if and to the extent required by law at the time of such advance, he undertakes to repay such amount if amounts advanced as to which it shall may ultimately be determined that he the Indemnitee is not entitled entitled. In order to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting obtain advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, may submit an Undertaking or or, if an Undertaking is not legally required under the circumstances, shall submit such other form of request, request as he determines to be appropriate (an “"Expense Request”"). , together with such other support documentation as shall reasonably support the expenses claimed, Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines Company shall within 10 five calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the costs, charges and expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall will be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request will be accepted, and all such payments shall be accepted made, without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing his her rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring that he she is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e2(c), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he she has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he she undertakes to repay such amount if it shall ultimately be determined that he she is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he she determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his her rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Delaware General Corporation ActLaw (the "DGCL"), for purposes of pursuing his any rights to indemnification under Sections 2(a), 2(b) or 3(a)4(a) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board entity making the determination whether the Indemnitee is entitled to indemnification (the "Determining Entity") a sworn written statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring stating that he or she is entitled to indemnification hereunderhereunder and the basis for asserting such a claim for indemnification; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement such a written statement to the Board Determining Entity shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)4(a) hereof, as the case may be, and the Board Determining Entity shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission receipt of such written statement the Indemnification Statement the Board Determining Entity shall determine (i) in the case of a determination made by the Board, by a vote of a majority of the directors who are not parties to such suit, action or proceeding at a meeting at which a quorum is present, (ii) in the case of a determination made by independent legal counsel, in its judgment, or (iii) in the case of a determination made by the Stockholders, by a vote of a majority of the Stockholders present at a meeting of Stockholders entitled to vote thereon at a meeting at which a quorum is present, in each case based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) that Indemnitee is not entitled to indemnification and the Indemnitee shall have received notice within such 30 calendar day period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which . The notice to the Indemnitee specified in the preceding sentence shall disclose with particularity the evidence in support of the Board’s Determining Entity's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a3(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board Determining Entity that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement written statement for indemnification shall be subject to judicial review as provided in Section 77 hereof. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B 1 attached hereto and made a part hereof (the “"Undertaking”"), averring that (i) he or she has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim connection with a Claim and (ii) he or she undertakes to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b)4(b) hereof, the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, request as he or she determines to be appropriate (an “"Expense Request”"). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines shall within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing his an Indemnitee's rights to indemnification under Sections Section 2(a), Section 2(b) or Section 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board Company (to the attention of the Secretary) a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring stating that he such Indemnitee believes that such Indemnitee is entitled to indemnification hereunder; pursuant to this Agreement, together with such documents supporting the request as are reasonably available to the Indemnitee and are reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification hereunder (the "Supporting Documentation"). Upon receipt of any Indemnification Statement, the Company will promptly advise the Board of Directors of the Company (the "Board") in writing that the Indemnitee has requested indemnification. (b) The Indemnitee's entitlement to indemnification under Section 2(a), Section 2(b) or Section 3(a), as the case may be, will be determined promptly following a claim by the Indemnitee for indemnification thereunder and in any event (if the Indemnitee submits to the Company an Indemnification Statement and Supporting Documentation) not less than 30 calendar days after receipt by the Company of such Indemnification Statement and Supporting Documentation. The Indemnitee's entitlement to indemnification under Section 2(a) or Section 2(b) will, subject to the next sentence, be made in one of the following ways: (i) by the Board by a majority vote of the directors who are not and were not parties to such Proceeding or claim ("Disinterested Directors"), even though less than a quorum, (ii) present to if there are no Disinterested Directors, or if a majority of the Disinterested Directors so direct, by written opinion of independent legal counsel selected by a majority of the Disinterested Directors (or, if there are no Disinterested Directors or a majority vote thereof is not obtainable, by a majority of the entire Board), if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, a quorum of Disinterested Directors so directs, (iii) by the stockholders of the Company reasonable evidence (but only if a majority of all expenses for which payment is requestedDisinterested Directors, including appropriate invoices. if they constitute a quorum of the Board, presents the issue of entitlement (c) Submission of an Indemnification Statement and Supporting Documentation to the Board shall Company pursuant to Section 4(b) will create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), Section 2(b) or Section 3(a), as the case may be, and thereafter the Board shall be deemed Company will have the burden of proof to overcome that presumption in reaching a contrary determination. In any event, if the person or persons empowered under Section 4(b) to determine the Indemnitee's entitlement to indemnification have determined that the Indemnitee is entitled to such indemnification unless not been appointed or have not made a determination within 30 calendar days after submission receipt by the Company of the such Indemnification Statement and Supporting Documentation, the Board shall Indemnitee will be deemed to be entitled to indemnification unless within such 30-calendar day period the person or persons empowered under Section 4(b) to determine by vote of entitlement to indemnification have made a majority of the directors at a meeting at which a quorum is presentdetermination, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), that the Indemnitee is not entitled to such indemnification and the Indemnitee shall have has received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall will (i) disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall such determination and (ii) (A) if made by Disinterested Directors, be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons Disinterested Directors who participated in the determination and voted to deny indemnification, (B) if made by independent legal counsel, include a copy of the related written opinion of such counsel or (C) if made by the stockholders of the Company, include a certificate of the Company's Secretary as to the vote of such stockholders. The provisions of this Section 4(a4(c) are intended to be procedural only and shall will not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall will be subject to judicial review as provided in Section 76. (bd) For purposes of determining whether If a determination is made or deemed to authorize advancement of expenses have been made pursuant to this Section 2(e)4 that the Indemnitee is entitled to indemnification, the Indemnitee shall submit Company will pay to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.the

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActMGCL, the Indemnitee shall, for purposes of pursuing his rights to indemnification under Sections Section 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, ) hereof: (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “"Indemnification Statement”) "), averring that he is entitled to indemnification hereunder; and and (ii) present to the Company Trust reasonable evidence of all expenses Indemnified Amounts for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption . (b) The determination described in Section 2(f) hereof that the Indemnitee is entitled to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof shall be made: (i) by the Board, by a majority vote of a quorum consisting of trustees not, at the time, parties to such Proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a committee of the Board consisting solely of two or more trustees not, at the time, parties to such Proceeding and who were duly designated to act in the matter by a majority vote of the full Board in which the designated trustees who are parties may participate; (ii) by special legal counsel selected by the Board or a committee of the Board by vote as set forth in subparagraph (i) of this paragraph, or, if the requisite quorum of the full Board cannot be obtained therefor and the committee cannot be established, by a majority vote of the full Board in which trustees who are parties may participate; or (iii) by the Shareholders; provided, however, that shares held by trustees who are parties to the Proceeding may not be voted with respect to any such determination. (c) Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the case may bedetermination that indemnification is permissible; provided, however, that if the determination that indemnification is permissible is made by the Shareholders, authorization of indemnification and determination as to reasonableness of expenses shall be made by the Board or a committee of the Board in the manner specified in (i) above; and provided, further, that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses shall be deemed to made in the manner specified in (ii) above for selection of such counsel. Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have determined that a conflict of interest in representing either the Trust or the Indemnitee is entitled in an action to determine the Indemnitee's rights under this Agreement. The Trust agrees to pay the reasonable fees and expenses of such indemnification unless independent legal counsel and to indemnify such counsel against costs, charges and expenses (including attorneys' fees) actually and reasonably incurred by such counsel in connection with this Agreement. (d) The Board shall make the determination described in Section 2(f) hereof in the manner set forth in Section 4(b) hereof within 30 calendar days after submission of the receipt of an Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is presentStatement; provided, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determinationhowever, that the Board may, in its sole and absolute discretion, elect to extend such 30 day period for up to 30 additional calendar days by delivering notice of such extension to the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity within the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnificationinitial 30 day period. The provisions of this Section 4(a4(d) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any Sections 2(a) or 3(a). Any determination by the Board that the Indemnitee is not entitled to the such indemnification and any failure of the Trust to make the payments pay any amounts requested in the an Indemnification Statement shall be subject to judicial review as provided in Section 76 hereof. (be) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)2(g) or Section 3(b) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “Undertaking”), averring that Board: (i) he a written affirmation by the Indemnitee of the Indemnitee's good faith belief that the Requisite Standard of Conduct has reasonably incurred or will reasonably incur actual expenses in defending been met (an actual or threatened civil or criminal action, suit, proceeding or claim and "Affirmation"); and (ii) he undertakes a written undertaking by or on behalf of the Indemnitee to repay such the amount if it shall ultimately be determined that he is the Requisite Standard of Conduct has not entitled been met (an "Undertaking"). The Undertaking required by this Section 4(e) shall be an unlimited general obligation of the Indemnitee but need not be secured and shall be accepted without reference to be indemnified by financial ability to make the Company repayment. Payments under this Agreement or otherwise, which repayment subsection shall be made within 180 days of a written request therefor as provided by the Company. For purposes Declaration of requesting advancement of expenses pursuant to Section 3(b)Trust, the Indemnitee mayBy-laws, but shall not be required toor contract or as specified in this Section 4. The Board shall, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after of receipt of such Undertaking or Expense Request that such expenses relate to an actionUndertaking, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may besuch Undertaking, whereupon such payments the Trust shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes payment of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoicessuch amounts.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActIBCL, for purposes of pursuing his or her rights to indemnification under Sections Section 2(a), Section 2(b) or Section 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board Company (to the attention of the Secretary) a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he or she believes that he or she is entitled to indemnification hereunder; pursuant to this Agreement, together with such documents supporting the request as are reasonably available to the Indemnitee and are reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification hereunder (the "Supporting Documentation"). The Company will promptly upon receipt of any Indemnification Statement advise the Board of Directors of the (b) The Indemnitee's entitlement to indemnification under Section 2(a), Section 2(b) or Section 3(a), as the case may be, will be determined not less than 30 calendar days after receipt by the Company of an Indemnification Statement and Supporting Documentation and will be made in one of the following ways: (i) by the Board, by a majority vote of a quorum consisting of directors who are not at the time parties to such Proceeding ("Parties"), or (ii) if such quorum cannot be obtained, by a majority vote of a committee (the "Committee") duly designated by the Board (in which designation directors who are Parties may participate) consisting solely of two or more directors who are not at the time Parties, or (iii) by written opinion of special legal counsel (A) selected by the Board or the Committee in the manner prescribed in (i) or (ii) above, or (B) if a quorum cannot be obtained and a Committee cannot be designated under clauses (i) and (ii), selected by a majority of the entire Board, in which selection directors who are Parties may participate, or (iv) present by the shareholders of the Company, voting together as a single class, provided that shares owned by or voted under the control of directors who are at the time Parties may not be voted on the determination, or (v) as deemed to have been determined in accordance with Section 4(c). Special legal counsel selected as described above will be a law firm or member of a law firm (i) that neither at the time in question nor in the five years immediately preceding such time has been retained to represent (A) the Company or the Indemnitee in any matter material to either such party or (B) any other party to the Proceeding giving rise to a claim for indemnification under this Agreement, (ii) that, under the applicable standards of professional conduct then prevailing under the law of the State of Indiana, would not be precluded from representing either the Company reasonable evidence or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement, and (iii) to which the Indemnitee does not reasonably object. The Company will pay the fees and expenses of all expenses for which payment is requested, including appropriate invoices. such special legal counsel. (c) Submission of an Indemnification Statement and Supporting Documentation to the Board shall Company pursuant to Section 4(b) will create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), Section 2(b) or Section 3(a), as the case may be, and thereafter the Board shall be deemed Company will have the burden of proof to overcome that presumption in reaching a contrary determination. In any event, if the person or persons empowered under Section 4(b) to determine the Indemnitee's entitlement to indemnification have determined that the Indemnitee is entitled to such indemnification unless not been appointed or have not made a determination within 30 calendar days after submission receipt by the Company of the such Indemnification Statement and Supporting Documentation, the Board shall Indemnitee will be deemed to be entitled to indemnification unless within such 30-calendar day period the person or persons empowered under Section 4(b) to determine by vote of entitlement to indemnification have made a majority of the directors at a meeting at which a quorum is presentdetermination, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to (d) If a determination is made or deemed to have been made pursuant to this Section 4 that the Indemnitee is entitled to indemnification, the Company will pay to the Indemnitee the amounts to which the Indemnitee is entitled within two business days after such determination of entitlement to indemnification and any failure has been made or deemed to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7have been made. (be) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall will submit to the Board Company a sworn statement of request for advancement of expenses written undertaking substantially in the form of Exhibit B 2 attached hereto and made a part hereof hereto, executed personally or on his or her behalf (the “"Undertaking”"), averring that (i) affirming his or her good faith belief that he or she has reasonably met the Indemnification Standards, (ii) setting forth the costs, charges and expenses (including without limitation attorneys' and others' fees) he or she has incurred or will reasonably actually incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.a

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActDGCL, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “Indemnification Statement”) averring that he is entitled to indemnification hereunder; , and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and the Indemnitee shall have received notice within such period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 76 hereof. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B 2 attached hereto and made a part hereof (the “Undertaking”), averring that he (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim claim, and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b)) hereof, the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, request as he determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines shall within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the General Corporation ActLaw of the State of Delaware, as amended (the “DGCL”), for purposes of pursuing his any rights to indemnification under Sections 2(a), 2(b) or 3(a)4(a) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board entity making the determination whether the Indemnitee is entitled to indemnification (the “Determining Entity”) a sworn written statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “Indemnification Statement”) averring stating that he or she is entitled to indemnification hereunderhereunder and the basis for asserting such a claim for indemnification; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement such a written statement to the Board Determining Entity shall create a rebuttable presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)4(a) hereof, as the case may be, and the Board Determining Entity shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 thirty (30) calendar days after submission receipt of such written statement, the Determining Entity shall determine (i) in the case of a determination made by a majority vote of the Indemnification Statement disinterested directors who are not parties to such suit, action or proceeding even though less than a quorum, (ii) in the Board shall determine case of a determination made by a committee of disinterested directors by majority vote, (iii) in the case of a determination made by independent legal counsel, in its judgment, or (iv) in the case of a determination made by the Stockholders, by a vote of a majority of the directors Stockholders present at a meeting of Stockholders entitled to vote thereon at a meeting at which a quorum is present, in each case based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) that Indemnitee is not entitled to indemnification and the Indemnitee shall have received notice within such thirty (30) calendar day period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which . The notice to the Indemnitee specified in the preceding sentence shall disclose with particularity the evidence in support of the BoardDetermining Entity’s determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a3(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, Agreement and any determination by the Board Determining Entity that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement written statement for indemnification shall be subject to judicial review as provided in Section 77 hereof. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B 1 attached hereto and made a part hereof (the “Undertaking”), averring that (i) he or she has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal actionconnection with a Claim, suit, proceeding or claim and (ii) he or she undertakes to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b)4(b) hereof, the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, request as he or she determines to be appropriate (an “Expense Request”). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines shall within 10 ten (10) calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, upon such terms and conditions, if any, as the Board deems appropriate, whereupon and upon agreement of the Indemnitee of such terms and conditions, such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActGCL, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A I attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a)) hereof, as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period such.period in writing of such determination, determination that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 77 hereof. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)2(f) hereof, the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B 2 attached hereto and made a part hereof (the “"Undertaking”"), averring affirming that (i1) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b)) hereof, the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, request as he determines to be appropriate (an “"Expense Request”"). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines shall within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or for Expense Request shall be accepted without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation ActBCA, for purposes of pursuing his the Indemnitee's rights to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the DTE Energy Board a sworn statement of request for indemnification substantially in the form of Exhibit A 1 attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he the Indemnitee is entitled to indemnification hereunder; and (ii) present to the Company DTE Energy reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the DTE Energy Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections Section 2(a), 2(b) or 3(a)) hereof, as the case may be, and the DTE Energy Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the DTE Energy Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification. No such determination shall be effective unless written notice thereof, which notice shall disclose disclosing with particularity the evidence in support of DTE Energy Board's determination, shall have been given to the Board’s determinationIndemnitee within 30 calendar days after submission of the Indemnification Statement. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote sworn to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7.DTE Energy (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e)) hereof, the Indemnitee shall submit to the DTE Energy Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B 2 attached hereto and made a part hereof (the “"Undertaking”"), averring that (i) he the Indemnitee, in good faith, believes that the applicable standards of conduct set forth in Section 2(a), 2(b) or 3(a), as the case may be, have been met, (ii) the Indemnitee has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (iiiii) he the Indemnitee undertakes to repay such amount if it shall ultimately be determined that he the Indemnitee did not meet the applicable standard of conduct or is not entitled to be indemnified by the Company DTE Energy under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b)) hereof, the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, request as he the Indemnitee determines to be appropriate (an “"Expense Request”"). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by DTE Energy provided that a determination is made that facts then known to those making the Companydetermination would not preclude indemnification under the BCA. Such determination shall be made within 10 calendar days of the date of receipt by DTE Energy of the Expense Request and shall be made in the manner specified in Section 2(d). No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.any

Certain Procedures Relating to Indemnification and Advancement of Expenses. (a) Except as otherwise permitted or required by the Corporation Act, for purposes of pursuing his rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit A attached hereto and made a part hereof (the “"Indemnification Statement”") averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all expenses for which payment is requested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, and the Board shall be deemed to have determined that the Indemnitee is entitled to such indemnification unless within 30 calendar days after submission of the Indemnification Statement the Board shall determine by vote of a majority of the directors at a meeting at which a quorum is present, based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have received notice within such period in writing of such determination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence in support of the Board’s 's determination. The foregoing notice shall be signed by the director presiding as chairman at the meeting at which the vote to deny indemnification was taken or, if the action to deny indemnification was by written consent without a meeting, signed by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to the indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 7. (b) For purposes of determining whether to authorize advancement of expenses pursuant to Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for advancement of expenses substantially in the form of Exhibit B attached hereto and made a part hereof (the “"Undertaking”"), averring that (i) he has reasonably incurred or will reasonably incur actual expenses in defending an actual or threatened civil or criminal action, suit, proceeding or claim and (ii) he undertakes to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise, which repayment shall be made within 180 days of a written request therefor by the Company. For purposes of requesting advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to, submit an Undertaking or such other form of request, as he determines to be appropriate (an “"Expense Request”"). Upon receipt of an Undertaking or Expense Request, as the case may be, the Board may make reasonable inquiries to determine whether such expenses relate to an action, suit, proceeding or claim the subject matter of which is of the type for which the Indemnitee may make a claim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt of such Undertaking or Expense Request that such expenses relate to an action, suit, proceeding or claim the subject matter of which is not of the type for which the Indemnitee may make a claim for indemnification under this Agreement, the Board shall authorize immediate payment of the expenses stated in the Undertaking or Expense Request, as the case may be, whereupon such payments shall immediately be made by the Company. No security shall be required in connection with any Undertaking or Expense Request and any Undertaking or Expense Request shall be accepted without reference to the Indemnitee’s 's ability to make repayment. For purposes of pursuing his rights to advancement of expenses hereunder, the Indemnitee shall present to the Company reasonable evidence of all expenses for which advancement is requested, including appropriate invoices.