Common use of Certain Procedures Relating to Indemnification Clause in Contracts

Certain Procedures Relating to Indemnification. For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section 2(e) or Section 3(c) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. For purposes of pursuing his her rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section 2(e) or Section 3(c) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he she has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the The Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he she undertakes to repay such amount if it ultimately is determined that he she is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him her in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the last sentence of Section 2(e2(d) or the last sentence of Section 3(c3(b) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 8 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(al70l.l3(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i( i ) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 sixty (60) calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A( i ) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, procedure and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) 3 hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 7 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or Regulations of the Regulations Company prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or and unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 sixty (60) calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Section 3 of this Agreement so long as the Indemnitee follows the prescribed procedure, and any determination by the Board that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) 3 hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 7 hereof. Unless at the time of the Indemnitee's ’s act or omission at issue, the Articles or Regulations of the Regulations Company prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E) or (5) (a) and unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his the Indemnitee’s rights to indemnification under Section 3 hereof, the Indemnitee shall must (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall will create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ax) within such 60-calendar-day period the Board shall resolve resolves, by vote of a majority of the Directors at a meeting at which a quorum is present present, that the Indemnitee is not entitled to indemnification under Section 3 2 hereof, (By) such vote shall be is based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Cz) the Board shall notify Indemnitee has received within such period notice in writing of such vote, which notice shall must disclose with particularity the evidence upon which the vote is based. The foregoing notice shall must be sworn to by all persons who participated in the vote and voted to deny indemnification. The provisions of this Section 4(a3(a) are intended to be procedural only and shall will not affect the right of Indemnitee to indemnification under Section 3 2 of this Agreement so long as Indemnitee follows the prescribed procedure, procedure and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall will be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e1(d) or the last sentence of Section 3(c) 2 hereof, the Indemnitee shall must submit to the Company a sworn verified request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he the Indemnitee has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 32, or pursuant to Section 10 6 hereof. Unless at the time of the Indemnitee's ’s act or omission at issue, the Articles and Memorandum of the Company or the Regulations applicable law prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95advances, the Indemnitee shall will be eligible to execute Part A of the Undertaking by which he the Indemnitee undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall will be eligible to execute Part B of the Undertaking by which he the Indemnitee undertakes to repay such amount if it ultimately is determined that he the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Indemnitee shall be required to repay the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by only if the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be is required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. For purposes of pursuing his rights to indemnification under Section 3 2 hereof, the Indemnitee shall (i) shall submit to the Board Company a sworn statement of a request for indemnification substantially in the form of Exhibit l B attached hereto and made a part hereof (the "Indemnification Statement") averring that he is entitled to indemnification hereunder; and (ii) shall present to the Company reasonable evidence of all amounts Expenses for which indemnification payment is requestedrequested and that are not subject to Section 5(b) hereof, with the Company receiving credit for all Expenses advanced pursuant to Section 3 above. Submission of an Indemnification Statement to the Board Company shall create a presumption that the Indemnitee is entitled to indemnification hereunderunder Section 2 hereof, and the Company shallshall be deemed to have determined that the Indemnitee is entitled to such indemnification unless, within 60 thirty (30) calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board Company shall resolve determine by vote of a majority of the Board of Directors at a meeting at which a quorum is present that of the Indemnitee is not entitled to indemnification under Section 3 hereofCompany, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board Indemnitee shall notify Indemnitee have received notice in writing within such period of such votedetermination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence upon which in support of the vote is basedCompany's determination. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any Any determination by the Board Company that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section 2(e) or Section 3(c) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to as provided in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 6 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the last sentence of Section 2(e2(d) or the last sentence of Section 3(c3(b) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit EXHIBIT 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 8 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the last sentence of Section 2(e2(d) or the last sentence of Section 3(c3(b) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 8 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 sixty (60) calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a 4 4 meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Section 3 of this Agreement so long as the Indemnitee follows the prescribed procedure, and any determination by the Board that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) 3 hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 7 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or Regulations of the Regulations Company prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or and unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his or her rights to indemnification under Sections 2 or 3, unless the indemnification is to be authorized by Independent Counsel, the shareholders or a court in accordance with Section 3 hereof2(c), the Indemnitee shall shall: (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 1 attached hereto and made a part hereof (the "“Indemnification Statement"”) averring stating that he or she is entitled to indemnification hereunder; and (ii) present to the Company Board reasonable evidence of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereofindemnification, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 any Indemnitee to indemnification under Section Sections 2 or 3 of this Agreement so long as the Indemnitee follows the prescribed procedure, procedure and any determination by the Board that an Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the Section 2(e) or Section 3(c) hereof), the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring stating that he or she has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 11 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him the Indemnitee in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 SECTION 3(a) hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l attached hereto and made a part hereof (the "Indemnification StatementINDEMNIFICATION STATEMENT") averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 SECTION 3(a) hereof, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote and voted to deny indemnification. The provisions of this Section SECTION 4(a) are intended to be procedural only and shall not affect the right of Indemnitee to indemnification under Section 3 SECTION 3 (a) of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section SECTION 2(e) or Section 3(c) hereofthe last sentence of SECTION 3(b), the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "UndertakingUNDERTAKING"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section SECTION 2(a) or 2(b) or any claim referred to in Section 3SECTION 3(a), or pursuant to Section 10 SECTION 7 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the The Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his the Indemnitee’s rights to indemnification under Section 3 hereofSections 2 or 3, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l attached hereto and made a part hereof 1 (the "“Indemnification Statement"”) averring that he the Indemnitee is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-calendar day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof3, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, procedure and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) hereof3, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he the Indemnitee has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 hereof9. Unless at the time of the Indemnitee's ’s act or omission at issuethat is the subject of an action referred to in Section 2(a) or 2(b), the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or and unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he the Indemnitee undertakes to: to (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claimproceeding. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he the Indemnitee undertakes to repay such amount if it ultimately is determined that he the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he the Indemnitee is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his [his/her] rights to indemnification under Section 3 hereof3(a), the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 1 attached hereto and made a part hereof (the "“Indemnification Statement"”) averring that he [he/she] is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof3(a), (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 3(a) of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the last sentence of Section 2(e2(d) or the last sentence of Section 3(c) hereof3(b), the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he [he/she] has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 33(a), or pursuant to Section 10 hereof8. Unless at the time of the Indemnitee's ’s act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he [he/she] undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the The Indemnitee shall be eligible to likewise execute Part B of the Undertaking by which he [he/she] undertakes to repay such amount if it ultimately is determined that he [he/she] is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute executes both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he [he/she] is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him [him/her] in connection with any action under Section 3(c3(a) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section 2(e) or Section 3(c) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 hereof. Unless at the time of the Indemnitee's act or omission at issue, he is not a Director, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his the Indemnitee's rights to indemnification under Section 3 1 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 1 attached hereto and made a part hereof (the "Indemnification Statement"“Request for Indemnification”) averring that he the Indemnitee is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all amounts for which indemnification is requested. Submission Without limiting Section 3(c), submission of an a Request for Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 30 calendar days after submission of the Indemnification StatementRequest for Indemnification, make the payments requested in the Request for Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 6030-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 1 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify the Indemnitee within such period of such vote, which notice shall will disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote and voted to deny indemnification. The provisions of this Section 4(a) 3 are intended to be procedural only and shall will not affect the right of the Indemnitee to indemnification under Section 3 1 of this Agreement so long as the Indemnitee follows the prescribed procedure, and any determination by the Board that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Request for Indemnification Statement shall will be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses Losses in advance of final disposition pursuant to Section 2(e) or Section 3(c) hereof2, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses Losses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"“Undertaking and Request for Payment”), averring that he the Indemnitee has reasonably incurred or will reasonably incur actual Expenses Losses in defending an action, suit or proceeding a Proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 31, or pursuant to Section 10 6 hereof. Unless at The Indemnitee shall execute the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances Undertaking and Request for Payment by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against which the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (iA) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction ultimately determined that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise; and (B) reasonably cooperate with the Company concerning the Proceeding. In the event that the Indemnitee is eligible to executes the Undertaking and does execute both Part A and Part B of the UndertakingRequest for Payment, the Expenses Losses which are paid by the Company pursuant thereto shall will be required to be repaid by the Indemnitee only if he the Indemnitee is required to do so under the terms of both Part A the Undertaking and Part B of the UndertakingRequest for Payment. Upon receipt of the UndertakingUndertaking and Request for Payment, the Company shall thereafter promptly within five business days pay such Expenses Losses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the UndertakingUndertaking and Request for Payment. No security shall will be required in connection with any Undertaking. The Undertaking and Request for Payment. (c) In making any determination under Section 3(a), the Board will presume that Indemnitee has satisfied the applicable standard of conduct, and the Company shall advance may overcome such presumption only by its adducing clear and convincing evidence to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt contrary. No determination by the Company (including by its Board) that the Indemnitee has not satisfied any applicable standard of conduct will be a written request defense to any Proceeding by the Indemnitee for such advanceindemnification or reimbursement or advance payment of expenses by the Company hereunder or create a presumption that the Indemnitee has not met any applicable standard of conduct.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 3(a) hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l attached hereto and made a part hereof (the "Indemnification StatementINDEMNIFICATION STATEMENT") averring that he is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 3(a) hereof, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 3(a) of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section 2(e) or the last sentence of Section 3(c) hereof3(b), the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "UndertakingUNDERTAKING"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 33(a), or pursuant to Section 10 7 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the The Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, procedure and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) 3 hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 7 hereof. Unless at the time of the Indemnitee's ’s act or omission at issue, the Articles of Incorporation or Regulations of the Regulations Company prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or and unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof3, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 1 attached hereto and made a part hereof (the "Indemnification Statement") averring stating that he is entitled to indemnification hereunder; and (ii) present to the Company Board reasonable evidence of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof3, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 any Indemnitee to indemnification under Section 3 of this Agreement so long as the Indemnitee follows the prescribed procedure, procedure and any determination by the Board that an Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) hereof3, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring stating that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any a claim referred to in Section 3, or pursuant to Section 10 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or and unless the only liability asserted against the Indemnitee in the subject action, suit suit, or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that If the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, procedure and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) 3 hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 8 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles of Incorporation or Regulations of the Regulations Company prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or and unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. For purposes of pursuing his rights to indemnification under Section 3 hereof(a) If the Disinterested Directors or, as the case may be, the Indemnitee shall (iIndependent Legal Counsel determine(s) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunderand/or advance of Expenses under this Agreement, payment to the Indemnitee shall be made within 10 (ten) calendar days after such determination. The Indemnitee shall cooperate with the persons making such determination with respect to the Indemnitee's entitlement to indemnification or advance of Expenses under this Agreement, including providing to such person(s) or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Subject to the provisions of Section 4(b), (c) and (d), any costs or expenses (including reasonable attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the person(s) making such determination shall be borne by the Company, and the Company shallhereby agrees to indemnify and hold the Indemnitee harmless from such costs and expenses. In the event the Indemnitee is determined not entitled to indemnification, within 60 calendar days after submission the Company shall give, or cause to be given to, the Indemnitee written notice thereof specifying the reason therefor, including any determination of fact or conclusion of law relied upon in reaching such determination. (b) In the Indemnification Statement, make the payments requested in the Indemnification Statement event that a determination is made pursuant to or for the benefit of the Indemnitee, unless (ASection 1(f) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present hereof that the Indemnitee is not entitled to indemnification of Losses or advance of Expenses under Section 3 hereofthis Agreement, (B) such vote the Indemnitee shall be based upon clear and convincing evidence (sufficient entitled to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period an adjudication of such vote, which notice shall disclose indemnification of Losses or advancement of Expenses by an arbitral tribunal appointed in accordance with particularity Section 15 hereof. (c) In the evidence upon which event that a determination is made pursuant to Section 1(f) hereof that the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. For purposes of obtaining payments Losses or advance of Expenses in under this Agreement, any arbitration commenced pursuant to this Agreement shall not be prejudiced by reason of that adverse determination. In any arbitral proceeding commenced pursuant to this Agreement, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification of Losses or advance of final disposition Expenses under this Agreement, as the case may be. If the Indemnitee commences an arbitral proceeding pursuant to Section 2(e) or Section 3(c) hereofthis Agreement, the Indemnitee shall submit not be required to reimburse the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or advances pursuant to Section 10 hereof. Unless at 1(f) unless and until a final and non-appealable award or judgment of a competent arbitral tribunal is rendered that the time of Indemnitee is not entitled to indemnification. (d) In the event that the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95this Agreement, seeks an arbitral adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be eligible entitled to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of recover from the Company; , and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In against, any and all Expenses actually and reasonably incurred by him in such arbitral adjudication; provided, however, that if the event arbitral tribunal confirms the decision that the Indemnitee is eligible not entitled to and does execute both Part A and Part B recover from the Company, then the Expenses incurred by the Indemnitee in connection with the arbitral adjudication shall be borne by the Indemnitee. If it shall be determined in such arbitral adjudication that Indemnitee is entitled to receive part but not all of the Undertakingindemnification of Losses or advance of Expenses sought, the Expenses which are paid incurred by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company such arbitral adjudication shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advanceappropriately prorated.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 evidence in reasonable evidence detail of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 30 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 6030-calendar-day period by the Board shall resolve by vote or consent of a majority of the Directors at Continuing Directors, even if less than a meeting at which a quorum is present quorum, shall determine that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board Company shall notify the Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons each Continuing Director who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement hereof so long as Indemnitee follows the prescribed procedure, and any determination by a majority of the Board Continuing Directors that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to de novo judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section 2(e) hereof or the last sentence of Section 3(c3(b) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he has reasonably incurred or will reasonably in good faith expects to incur actual Expenses in defending an action, suit suit, proceeding or proceeding claim referred to in Section 2(a) or 2(b) hereof or any claim referred to in Section 33 hereof, or pursuant to Section 10 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 3(a) hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 3(a) hereof, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 3(a) of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section 2(e) or the last sentence of Section 3(c) hereof3(b), the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 33(a), or pursuant to Section 10 7 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the The Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, procedure and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) 3 hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 7 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles of Incorporation or Regulations of the Regulations Company prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or and unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure (1) with respect to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the any action, suit, proceeding or claim. In all cases, claim (other than an action by or in the right of the Company) brought against the Indemnitee shall be eligible to execute Part B by reason of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event fact that the Indemnitee is eligible to and does execute both Part A and Part B or was an officer of the UndertakingCompany for which the Indemnitee has received advancement of Expenses, it is determined that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or (2) with respect to any action, suit, proceeding or claim brought against the Indemnitee by or in the right of the Company for which the Indemnitee has received advancement of Expenses, the Expenses which are paid by the Company pursuant thereto shall be required Indemnitee is adjudged to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred liable for negligence or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.for

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof3, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 1 attached hereto and made a part hereof (the "“Indemnification Statement"”) averring stating that he is entitled to indemnification hereunder; and (ii) present to the Company Board reasonable evidence of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof3, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 any Indemnitee to indemnification under Section 3 of this Agreement so long as the Indemnitee follows the prescribed procedure, procedure and any determination by the Board that an Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the Section 2(e) or Section 3(c) hereof), the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring stating that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 hereof. 12 hereof Unless at the time of the Indemnitee's ’s act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or and unless the only liability asserted against the Indemnitee in the subject action, suit suit, or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him the Indemnitee in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his [his/her] rights to indemnification under Section 3 hereof4, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 1 attached hereto to this Agreement and made a part hereof of this Agreement (the "“Indemnification Statement"”) averring that he [he/she] is entitled to indemnification hereunder; under this Agreement and (ii) present to the Company evidence in reasonable evidence detail of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunderunder this Agreement, and the Company shall, within 60 30 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 6030-calendar-day period by the Board shall resolve by vote or consent of a majority of the Directors at members of the Incumbent Board, even if less than a meeting at which a quorum is present quorum, shall determine that the Indemnitee is not entitled to indemnification under Section 3 hereof4, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board Company shall notify the Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons each member of the Incumbent Board who participated in the vote and voted to deny indemnification. The provisions of this Section 4(a5(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under Section 3 of this Agreement 4 so long as the Indemnitee follows the prescribed procedure, and any determination by a majority of the members of the Incumbent Board that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to de novo judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section 2(e3(e) or the last sentence of Section 3(c) hereof4(b), the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto to this Agreement and made a part hereof of this Agreement (the "“Undertaking"”), averring that he [he/she] has reasonably incurred or will reasonably in good faith expects to incur actual Expenses in defending an action, suit suit, proceeding or proceeding claim referred to in Section 2(a3(a) or 2(bSection 3(b) or any claim referred to in Section 34, or pursuant to Section 10 hereof11. Unless determined in a final order of a court of competent jurisdiction to be prohibited from payment at the time of the Indemnitee's ’s act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit suit, proceeding or proceeding claim is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he [he/she] undertakes to: (i) (A) in the case of an Indemnitee that is a director of the Company, repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (B) in the case of an Indemnitee that is an officer of the Company but not a director of the Company; , (1) repay such amount if (x) with respect to any action, suit, proceeding or claim (other than an action by or in the right of the Company) brought against the Indemnitee by reason of the fact that the Indemnitee is or was an officer of the Company for which the Indemnitee has received advancement of Expenses, it is determined that the Indemnitee did not act in good faith and in a manner which [he/she] reasonably believed to be in or not opposed to the best interests of the Company or (y) with respect to any action, suit, proceeding or claim brought against the Indemnitee by or in the right of the Company for which the Indemnitee has received advancement of Expenses, the Indemnitee is adjudged to be liable for negligence or for misconduct in the performance of [his/her] duty to the Company and the court has not determined that the Indemnitee is entitled to indemnification and (ii) reasonably cooperate cooperate, at the Company’s sole cost and expense, with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined by a final order of a court of competent jurisdiction that he [he/she] is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he [he/she] is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 evidence in reasonable evidence detail of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 30 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 6030-calendar-day period by the Board shall resolve by vote or consent of a majority of the Directors at Continuing Directors, even if less than a meeting at which a quorum is present quorum, shall determine that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board Company shall notify the Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons each Continuing Director who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement hereof so long as Indemnitee follows the prescribed procedure, and any determination by a majority of the Board Continuing Directors that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to de novo judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section 2(e) hereof or the last sentence of Section 3(c3(b) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he has reasonably incurred or will reasonably in good faith expects to incur actual Expenses in defending an action, suit suit, proceeding or proceeding claim referred to in Section 2(a) or 2(b) hereof or any claim referred to in Section 33 hereof, or pursuant to Section 10 hereof. Unless determined in a final order of a court of competent jurisdiction to be prohibited from payment at the time of the Indemnitee's ’s act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit suit, proceeding or proceeding claim is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) (A) in the case of an Indemnitee that is a director of the Company, repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (B) in the case of an Indemnitee that is an officer of the Company but not a director of the Company; , (1) repay such amount if (x) with respect to any action, suit, proceeding or claim (other than an action by or in the right of the Company) brought against the Indemnitee by reason of the fact that the Indemnitee is or was an officer of the Company for which the Indemnitee has received advancement of Expenses, it is determined that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or (y) with respect to any action, suit, proceeding or claim brought against the Indemnitee by or in the right of the Company for which the Indemnitee has received advancement of Expenses, the Indemnitee is adjudged to be liable for negligence or for misconduct in the performance of his duty to the Company and the court has not determined that Indemnitee is entitled to indemnification and (ii) reasonably cooperate cooperate, at the Company’s sole cost and expense, with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined by a final order of a court of competent jurisdiction that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his the Indemnitee's rights to indemnification under Section 3 hereof, the Indemnitee shall must (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 Corporation reasonable evidence of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall will create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company Corporation shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ax) within such 60-calendar-day period the Board shall resolve resolves, by vote of a majority of the Directors at a meeting at which a quorum is present present, that the Indemnitee is not entitled to indemnification under Section 3 hereof, (By) such vote shall be is based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), presumption and (Cz) the Board shall notify Indemnitee has received within such period notice in writing of such vote, which notice shall must disclose with particularity the evidence upon which the vote is based. The foregoing notice shall must be sworn to by all persons who participated in the vote and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall will not affect the right of Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, procedure and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall will be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) 3 hereof, the Indemnitee shall must submit to the Company Corporation a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he the Indemnitee has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 7 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or Regulations of the Regulations Corporation prohibit such advances by specific reference to ORC Ohio Revised Code Section l701.13(E)(5)(a1701.13(E)(5)(a) or and unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Ohio Revised Code Section 1701.95, the Indemnitee shall will be eligible to execute Part A of the Undertaking by which he the Indemnitee undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company Corporation or undertaken with reckless disregard for the best interests of the Company; Corporation and (iib) reasonably cooperate with the Company Corporation concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall will be eligible to execute Part B of the Undertaking by which he the Indemnitee undertakes to repay such amount if it ultimately is determined that he the Indemnitee is not entitled to be indemnified by the Company Corporation under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Indemnitee shall be required to repay the Expenses which are paid by the Company Corporation pursuant thereto shall be required to be repaid by only if the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company Corporation shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company Corporation in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be is required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 evidence in reasonable evidence detail of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 30 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 6030-calendar-day period by the Board shall resolve by vote or consent of a majority of the Directors at Directors, even if less than a meeting at which a quorum is present quorum, shall determine that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board Company shall notify the Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote and voted to deny indemnification. The provisions of this Section 4(a6(a) are intended to be procedural only and shall not affect the right of Indemnitee to indemnification under Section 3 of this Agreement hereof so long as Indemnitee follows the prescribed procedure, and any determination by a majority of the Board Directors that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to de novo judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section 2(e) hereof or the last sentence of Section 3(c3(b) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he has reasonably incurred or will reasonably in good faith expects to incur actual Expenses in defending an action, suit suit, proceeding or proceeding claim referred to in Section 2(a) or 2(b) hereof or any claim referred to in Section 33 hereof, or pursuant to Section 10 11 hereof. Unless determined in a final order of a court of competent jurisdiction to be prohibited from payment at the time of the Indemnitee's ’s act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit suit, proceeding or proceeding claim is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) (A) in the case of an Indemnitee who is a director of the Company, repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (B) in the case of an Indemnitee who is an officer of the Company but not a director of the Company; , repay such amount if (x) with respect to any action, suit, proceeding or claim (other than an action by or in the right of the Company) brought against the Indemnitee by reason of the fact that the Indemnitee is or was an officer of the Company for which the Indemnitee has received advancement of Expenses, it is determined that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or (y) with respect to any action, suit, proceeding or claim brought against the Indemnitee by or in the right of the Company for which the Indemnitee has received advancement of Expenses, the Indemnitee is adjudged to be liable for negligence or for misconduct in the performance of his duty to the Company and the court has not determined that Indemnitee is entitled to indemnification and (ii) reasonably cooperate cooperate, at the Company’s sole cost and expense, with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined by a final order of a court of competent jurisdiction that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his [his/her] rights to indemnification under Section 3 hereof3(a), the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 1 attached hereto and made a part hereof (the "“Indemnification Statement"”) averring that he [he/she] is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof3(a), (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 3(a) of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the last sentence of Section 2(e2(d) or the last sentence of Section 3(c) hereof3(b), the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he [he/she] has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 33(a), or pursuant to Section 10 hereof8. Unless at the time of the Indemnitee's ’s act or omission at issue, (i) the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or (ii) unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he [he/she] undertakes to: (iA) repay such amount if (1) with respect to any action, suit, proceeding or claim (other than an action by or in the right of the Company) brought against the Indemnitee by reason of the fact that the Indemnitee is or was an officer of the Company for which the Indemnitee has received advancement of Expenses, it is proved by clear determined that the Indemnitee did not act in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee's action manner which [he/she] reasonably believed to be in or failure not opposed to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the CompanyCompany or (2) with respect to any action, suit, proceeding or claim brought against the Indemnitee by or in the right of the Company for which the Indemnitee has received advancement of Expenses, the Indemnitee is adjudged to be liable for negligence or for misconduct in the performance of [his/her] duty to the Company and the court has not determined that Indemnitee is entitled to indemnification; and (iiB) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the The Indemnitee shall be eligible to likewise execute Part B of the Undertaking by which he [he/she] undertakes to repay such amount if it ultimately is determined that he [he/she] is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute executes both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he [he/she] is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him [him/her] in connection with any action under Section 3(c3(a) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his the Indemnitee’s rights to indemnification under Section 3 hereof, the Indemnitee shall must (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall will create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ax) within such 60-calendar-day period the Board shall resolve resolves, by vote of a majority of the Directors at a meeting at which a quorum is present present, that the Indemnitee is not entitled to indemnification under Section 3 2 hereof, (By) such vote shall be is based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), presumption and (Cz) the Board shall notify Indemnitee has received within such period notice in writing of such vote, which notice shall must disclose with particularity the evidence upon which the vote is based. The foregoing notice shall must be sworn to by all persons who participated in the vote and voted to deny indemnification. The provisions of this Section 4(a3(a) are intended to be procedural only and shall will not affect the right of Indemnitee to indemnification under Section 3 2 of this Agreement so long as Indemnitee follows the prescribed procedure, procedure and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall will be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e1(d) or the last sentence of Section 3(c) 2 hereof, the Indemnitee shall must submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he the Indemnitee has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 32, or pursuant to Section 10 6 hereof. Unless at the time of the Indemnitee's ’s act or omission at issue, the Articles or By-Laws of the Regulations Company prohibit such advances by specific reference to ORC Nevada Revised Statutes Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.9578.7502, the Indemnitee shall will be eligible to execute Part A of the Undertaking by which he the Indemnitee undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall will be eligible to execute Part B of the Undertaking by which he the Indemnitee undertakes to repay such amount if it ultimately is determined that he the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Indemnitee shall be required to repay the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by only if the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be is required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, procedure and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) 3 hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 7 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles of Incorporation or Regulations of the Regulations Company prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or and unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section 2(e) or Section 3(c) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the The Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the last sentence of Section 2(e2(d) or the last sentence of Section 3(c3(b) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit EXHIBIT 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 8 hereof. Unless at the time of the Indemnitee's act or omission at issue, (i) the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or (ii) unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (iA) repay such amount if (1) with respect to any action, suit, proceeding or claim (other than an action by or in the right of the Company) brought against the Indemnitee by reason of the fact that the Indemnitee is or was an officer of the Company for which the Indemnitee has received advancement of Expenses, it is proved by clear determined that the Indemnitee did not act in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee's action manner which he reasonably believed to be in or failure not opposed to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the CompanyCompany or (2) with respect to any action, suit, proceeding or claim brought against the Indemnitee by or in the right of the Company for which the Indemnitee has received advancement of Expenses, the Indemnitee is adjudged to be liable for negligence or for misconduct in the performance of his duty to the Company and the court has not determined that Indemnitee is entitled to indemnification; and (iiB) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the last sentence of Section 2(e2(d) or the last sentence of Section 3(c3(b) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 8 hereof. Unless at the time of the Indemnitee's act or omission at issue, (i) the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or (ii) unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (iA) repay such amount if (1) with respect to any action, suit, proceeding or claim (other than an action by or in the right of the Company) brought against the Indemnitee by reason of the fact that the Indemnitee is or was an officer of the Company for which the Indemnitee has received advancement of Expenses, it is proved by clear determined that the Indemnitee did not act in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee's action manner which he reasonably believed to be in or failure not opposed to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the CompanyCompany or (2) with respect to any action, suit, proceeding or claim brought against the Indemnitee by or in the right of the Company for which the Indemnitee has received advancement of Expenses, the Indemnitee is adjudged to be liable for negligence or for misconduct in the performance of his duty to the Company and the court has not determined that Indemnitee is entitled to indemnification; and (iiB) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, hereunder the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the The Company shall, within 60 30 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) a determination is made pursuant to Section 2(c) during such 30 calendar-day-period that indemnification under Section 2 hereof is not authorized and (B) (i) within such 6030-calendar-day period the Board shall resolve by vote of a majority of the Directors directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, and (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption)evidence, and (C) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such votedetermination, which notice shall disclose with particularity the evidence upon which the vote determination is based. The foregoing notice shall be sworn to by all persons who participated in the vote and voted determination to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, procedure and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) 3 hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 8 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC OCL Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly promptly, and in any event within 10 calendar days, pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The , and the Company shall advance will accept any such Undertaking without reference to the financial ability of Indemnitee all reasonable costs to make repayment. (c) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making that determination must presume that Indemnitee is entitled to indemnification hereunder if Indemnitee has submitted a request for indemnification in accordance with Section 4(a), and expenses incurred or the Company will have the burden of proof to be incurred overcome that presumption by him clear and convincing evidence in connection with the making by any action under Section 3(c) within 20 days person, persons or entity of receipt by the Company of a written request for such advanceany determination contrary to that presumption.

Certain Procedures Relating to Indemnification. For purposes of pursuing his rights to indemnification under Section 3 2 hereof, the Indemnitee shall (i) shall submit to the Board Company a sworn statement of a request for indemnification substantially in the form of Exhibit l EXHIBIT B attached hereto and made a part hereof (the "Indemnification Statement") averring that he is entitled to indemnification hereunder; and (ii) shall present to the Company reasonable evidence of all amounts Expenses for which indemnification payment is requestedrequested and that are not subject to Section 5(b) hereof, with the Company receiving credit for all Expenses advanced pursuant to Section 3 above. Submission of an Indemnification Statement to the Board Company shall create a presumption that the Indemnitee is entitled to indemnification hereunderunder Section 2 hereof, and the Company shallshall be deemed to have determined that the Indemnitee is entitled to such indemnification unless, within 60 thirty (30) calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board Company shall resolve determine by vote of a majority of the Board of Directors at a meeting at which a quorum is present that of the Indemnitee is not entitled to indemnification under Section 3 hereofCompany (other than the Indemnitee), (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board Indemnitee shall notify Indemnitee have received notice in writing within such period of such votedetermination, that the Indemnitee is not so entitled to indemnification, which notice shall disclose with particularity the evidence upon which in support of the vote is basedCompany's determination. The foregoing notice shall be sworn to by all persons directors of the Company who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any Any determination by the Board Company that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section 2(e) or Section 3(c) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to as provided in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 6 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. For purposes All claims for indemnification by Indemnitee under this Agreement will be asserted and resolved as follows: (i) If any Claim in respect of pursuing his rights to which Indemnitee may seek indemnification under Section 3 hereofthis Agreement is asserted against or sought to be collected from Indemnitee, the Indemnitee shall (i) submit deliver a Claim Notice with reasonable promptness to the Board Stockholders. If the Indemnitee fails to provide the Claim Notice with reasonable promptness after the Indemnitee receives notice of such Claim, the Stockholders will not be obligated to indemnify the Indemnitee with respect to such Claim to the extent that the Stockholders' ability to defend has been irreparably prejudiced by such failure of the Indemnitee but only to the extent of Indemnifiable Expenses which would not have been incurred but for such failure to notify. The Stockholders will notify the Indemnitee as soon as practicable within the Dispute Period whether the Stockholders dispute their liability to the Indemnitee under this Agreement and whether the Stockholders desire, at their sole cost and expense (subject to the provisions of Section 2(c)), to defend the Indemnitee against such Claim; provided, however, that the Stockholders hereby irrevocably acknowledge their liability (subject to the provisions of Section 2(c)) to Indemnitee for Indemnifiable Expenses in connection with the Aetna Claim. (a) If the Stockholders notify the Indemnitee within the Dispute Period that the Stockholders desire to defend the Indemnitee with respect to the Claim pursuant to this Section 3(i), then the Stockholders will have the right to defend, with counsel reasonably satisfactory to the Indemnitee, at the sole cost and expense of the Stockholders, such Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Stockholders to a sworn statement final conclusion or will be settled at the discretion of request for indemnification substantially the Stockholders (but only with the prior written consent of the Indemnitee in the form case of Exhibit l attached hereto any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnitee will not be indemnified in full (otherwise than as provided in Section 2(c)) pursuant to this Agreement). If the Stockholders so elect to defend Indemnitee with respect to a Claim, they will have full control of such defense and made a part hereof (the "Indemnification Statement") averring that he is entitled to indemnification hereunderproceedings, including any compromise or settlement thereof; and (ii) present to the Company reasonable evidence of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption provided, however, that the Indemnitee is entitled to indemnification hereunderIndemnitee, at the sole cost and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit expense of the Indemnitee, unless at any time prior to the Stockholders' delivery of the notice referred to in the first sentence of this clause (Aa), may file any motion, answer or other pleadings or take any other action that the Indemnitee reasonably believes to be necessary or appropriate to protect its interests; and provided further, that if requested by the Stockholders, the Indemnitee, at the sole cost and expense of the Stockholders, will provide reasonable cooperation to the Stockholders in contesting any Claim that the Stockholders elect to contest. The Indemnitee may participate in, but not control, any defense or settlement of any Claim controlled by the Stockholders pursuant to this clause (a), and except as provided in the preceding sentence, the Indemnitee will bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnitee may take over the control of the defense or settlement of a Claim at any time if it irrevocably waives its right to indemnity under this Agreement with respect to such Claim. (b) If the Stockholders notify the Indemnitee within the Dispute Period that the Stockholders do not desire to defend the Claim pursuant to Section 3(i), or if the Stockholders give notice within the Dispute Period that they desire to defend the Claim, but fail to prosecute such 60-calendar-day period Claim vigorously and diligently to a final conclusion or to settle the Claim, or if the Stockholders fail to give any notice whatsoever within the Dispute Period, then the Indemnitee will have the right to defend, at the sole cost and expense of the Stockholders, the Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnitee in a reasonable manner and in good faith or will be settled at the discretion of the Indemnitee (with the prior written consent of the Stockholders, which consent will not be unreasonably withheld). The Indemnitee will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnitee, the Stockholders will, at the sole cost and expense of the Stockholders, provide reasonable cooperation to the Indemnitee and its counsel in contesting any Claim which the Indemnitee is contesting. Notwithstanding the foregoing provisions of this clause (b), if the Stockholders have notified the Indemnitee within the Dispute Period that the Stockholders dispute their liability hereunder to the Indemnitee with respect to such Claim and if such dispute is resolved in favor of the Stockholders in the manner provided in clause (c) below, the Stockholders will not be required to bear the costs and expenses of the Indemnitee's defense pursuant to this clause (b) or of the Stockholders' participation therein at the Indemnitee's request. The Stockholders may participate in, but not control, any defense or settlement controlled by the Indemnitee pursuant to this clause (b), and the Stockholders will bear their own costs and expenses with respect to such participation. (c) If the Stockholders notify the Indemnitee that they do not dispute their liability to the Indemnitee with respect to the Claim under this Agreement or fail to notify the Indemnitee within the Dispute Period whether they dispute their liability to the Indemnitee with respect to such Claim, the Indemnifiable Expenses arising out of such Claim will be conclusively deemed a liability of the Stockholders under this Agreement and the Stockholders shall pay the amount of such Indemnifiable Expenses to the Indemnitee on demand as incurred by Indemnitee. If the Stockholders have timely disputed their liability with respect to such Claim, the Stockholders and the Indemnitee will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within the ten (10) business days after the end of the Dispute Period, such dispute shall be resolved by arbitration in accordance with paragraph (ii) of this Section 3. (ii) Any dispute submitted to arbitration pursuant to this Section 3 shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (hereinafter sometimes called the "Board of Arbitration") selected as hereinafter provided. The Indemnitee shall resolve select one member and the Stockholders (acting together) shall select one member, and the third member shall be selected by vote mutual agreement of the other two members, or if the other members fail to reach agreement on a third member within twenty (20) days after their selection, such third member shall thereafter be selected by the American Arbitration Association upon application made to it for such purpose by the Indemnitee. The Board of Arbitration shall meet in New York City, New York or such other place as a majority of the Directors at members of the Board of Arbitration determines more appropriate, and shall reach and render a meeting at which decision in writing (concurred in by a quorum is present that majority of the members of the Board of Arbitration) with respect to the liability of the Stockholders to the Indemnitee is not entitled for Indemnifiable Expenses in connection with the Claim and/or the amount, if any, which the Stockholders are required to indemnification under Section 3 hereofpay to the Indemnitee in respect of Indemnifiable Expenses in connection with a Claim made against the Indemnitee. In connection with rendering its decisions, (B) the Board of Arbitration shall adopt and follow such vote rules and procedures as a majority of the members of the Board of Arbitration deems necessary or appropriate. To the extent practical, decisions of the Board of Arbitration shall be based upon clear and convincing evidence rendered no more than thirty (sufficient to rebut the foregoing presumption), and (C30) the Board shall notify Indemnitee within such period calendar days following commencement of such vote, which notice shall disclose proceedings with particularity the evidence upon which the vote is basedrespect thereto. The foregoing notice Board of Arbitration shall be sworn to by all persons who participated in the vote and voted to deny indemnification. The provisions of this Section 4(a) are intended cause its written decision to be procedural only delivered to the Indemnitee and shall not affect the right of Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination Stockholders. Any decision made by the Board that of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final, binding and conclusive on the Indemnitee is not and the Stockholders and entitled to indemnification be enforced to the fullest extent permitted by law and any failure to make the payments requested entered in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. For purposes of obtaining payments of Expenses Each party to any arbitration shall bear its own expense in advance of final disposition pursuant relation thereto, including but not limited to Section 2(e) or Section 3(c) hereofsuch party's attorneys' fees, if any, and the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto expenses and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 hereof. Unless at the time fees of the Indemnitee's act or omission at issuemember of the Board of Arbitration appointed by such party, provided, however, that the Articles or expenses and fees of the Regulations prohibit such advances by specific reference third member of the Board of Arbitration and any other expenses of the Board of Arbitration not capable of being attributed to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee any one member shall be eligible to execute Part A of borne in equal parts by the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear Stockholders and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the last sentence of Section 2(e2(d) or the last sentence of Section 3(c3(b) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 8 hereof. Unless at the time of the Indemnitee's act or omission at issue, (i) the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or (ii) unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (iA) repay such amount if (1) with respect to any action, suit, proceeding or claim (other than an action by or in the right of the Company) brought against the Indemnitee by reason of the fact that the Indemnitee is or was an officer of the Company for which the Indemnitee has received advancement of Expenses, it is proved by clear determined that the Indemnitee did not act in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee's action manner which he reasonably believed to be in or failure not opposed to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the CompanyCompany or (2) with respect to any action, suit, proceeding or claim brought against the Indemnitee by or in the right of the Company for which the Indemnitee has received advancement of Expenses, the Indemnitee is adjudged to be liable for negligence or for misconduct in the performance of his duty to the Company and the court has not determined that Indemnitee is entitled to indemnification; and (iiB) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof3, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 1 attached hereto and made a part hereof (the "“Indemnification Statement"”) averring stating that he is entitled to indemnification hereunder; and (ii) present to the Company Board reasonable evidence of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof3, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 any Indemnitee to indemnification under Section 3 of this Agreement so long as the Indemnitee follows the prescribed procedure, procedure and any determination by the Board that an Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the Section 2(e) or Section 3(c) hereof), the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring stating that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 12 hereof. Unless at the time of the Indemnitee's ’s act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or and unless the only liability asserted against the Indemnitee in the subject action, suit suit, or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that If the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him the Indemnitee in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof4, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 evidence in reasonable evidence detail of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 30 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 6030-calendar-day period by the Board shall resolve by vote or consent of a majority of the Directors at members of the Incumbent Board, even if less than a meeting at which a quorum is present quorum, shall determine that the Indemnitee is not entitled to indemnification under Section 3 hereof4, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board Company shall notify the Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons each member of the Incumbent Board who participated in the vote and voted to deny indemnification. The provisions of this Section 4(a5(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under Section 3 of this Agreement 4 so long as the Indemnitee follows the prescribed procedure, and any determination by a majority of the members of the Incumbent Board that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to de novo judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to Section 2(e3(e) or the last sentence of Section 3(c) hereof4(b), the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he has reasonably incurred or will reasonably in good faith expects to incur actual Expenses in defending an action, suit suit, proceeding or proceeding claim referred to in Section 2(a3(a) or 2(bSection 3(b) or any claim referred to in Section 34, or pursuant to Section 10 hereof11. Unless determined in a final order of a court of competent jurisdiction to be prohibited from payment at the time of the Indemnitee's ’s act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit suit, proceeding or proceeding claim is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) (A) in the case of an Indemnitee that is a director of the Company, repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (B) in the case of an Indemnitee that is an officer of the Company but not a director of the Company; , (1) repay such amount if (x) with respect to any action, suit, proceeding or claim (other than an action by or in the right of the Company) brought against the Indemnitee by reason of the fact that the Indemnitee is or was an officer of the Company for which the Indemnitee has received advancement of Expenses, it is determined that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or (y) with respect to any action, suit, proceeding or claim brought against the Indemnitee by or in the right of the Company for which the Indemnitee has received advancement of Expenses, the Indemnitee is adjudged to be liable for negligence or for misconduct in the performance of his duty to the Company and the court has not determined that the Indemnitee is entitled to indemnification and (ii) reasonably cooperate cooperate, at the Company’s sole cost and expense, with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined by a final order of a court of competent jurisdiction that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereofhereunder, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the The Company shall, within 60 30 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) a determination is made pursuant to Section 2(c) during such 30 calendar-day-period that indemnification under Section 2 hereof is not authorized and (B) (i) within such 6030-calendar-day period the Board shall resolve by vote of a majority of the Directors directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, and (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption)evidence, and (C) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such votedetermination, which notice shall disclose with particularity the evidence upon which the vote determination is based. The foregoing notice shall be sworn to by all persons who participated in the vote and voted determination to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, procedure and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) 3 hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 8 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC OCL Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly promptly, and in any event within 10 calendar days, pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The , and the Company shall advance will accept any such Undertaking without reference to the financial ability of Indemnitee all reasonable costs to make repayment. (c) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making that determination must presume that Indemnitee is entitled to indemnification hereunder if Indemnitee has submitted a request for indemnification in accordance with Section 4(a), and expenses incurred or the Company will have the burden of proof to be incurred overcome that presumption by him clear and convincing evidence in connection with the making by any action under Section 3(c) within 20 days person, persons or entity of receipt by the Company of a written request for such advanceany determination contrary to that presumption.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l EXHIBIT L 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the last sentence of Section 2(e2(d) or the last sentence of Section 3(c3(b) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit EXHIBIT 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 8 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(al70l.l3(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his the Indemnitee’s rights to indemnification under Section 3 hereof, the Indemnitee shall must (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall will create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ax) within such 60-calendar-day period the Board shall resolve resolves, by vote of a majority of the Directors at a meeting at which a quorum is present present, that the Indemnitee is not entitled to indemnification under Section 3 2 hereof, (By) such vote shall be is based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), presumption and (Cz) the Board shall notify Indemnitee has received within such period notice in writing of such vote, which notice shall must disclose with particularity the evidence upon which the vote is based. The foregoing notice shall must be sworn to by all persons who participated in the vote and voted to deny indemnification. The provisions of this Section 4(a3(a) are intended to be procedural only and shall will not affect the right of Indemnitee to indemnification under Section 3 2 of this Agreement so long as Indemnitee follows the prescribed procedure, procedure and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall will be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e1(d) or the last sentence of Section 3(c) 2 hereof, the Indemnitee shall must submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he the Indemnitee has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 32, or pursuant to Section 10 6 hereof. Unless at the time of the Indemnitee's ’s act or omission at issue, the Articles or By-Laws of the Regulations Company prohibit such advances by specific reference to ORC Nevada Revised Statutes Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.9578.7502, the Indemnitee shall will be eligible to execute Part A of the Undertaking by which he the Indemnitee undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall will be eligible to execute Part B of the Undertaking by which he the Indemnitee undertakes to repay such amount if it ultimately is determined that he the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Indemnitee shall be required to repay the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by only if the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such pay. such.. Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be is required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his the Indemnitee's rights to indemnification under Section 3 1 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 1 attached hereto and made a part hereof (the "Indemnification Statement"“Request for Indemnification”) averring that he the Indemnitee is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all amounts for which indemnification is requested. Submission Without limiting Section 3(c), submission of an a Request for Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 thirty (30) calendar days after submission of the Indemnification StatementRequest for Indemnification, make the payments requested in the Request for Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-thirty (30) calendar-day day-period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 1 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify the Indemnitee within such period of such vote, which notice shall will disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote and voted to deny indemnification. The provisions of this Section 4(a) 3 are intended to be procedural only and shall will not affect the right of the Indemnitee to indemnification under Section 3 1 of this Agreement so long as the Indemnitee follows the prescribed procedure, and any determination by the Board that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Request for Indemnification Statement shall will be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses Losses in advance of final disposition pursuant to Section 2(e) or Section 3(c) hereof3, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses Losses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"“Undertaking and Request for Payment”), averring that he the Indemnitee has reasonably incurred or will reasonably incur actual Expenses Losses in defending an action, suit or proceeding a Proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 31, or pursuant to Section 10 6 hereof. Unless at The Indemnitee shall execute the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances Undertaking and Request for Payment by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against which the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (iA) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction ultimately determined that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise; and (B) reasonably cooperate with the Company concerning the Proceeding. In the event that the Indemnitee is eligible to executes the Undertaking and does execute both Part A and Part B of the UndertakingRequest for Payment, the Expenses Losses which are paid by the Company pursuant thereto shall will be required to be repaid by the Indemnitee only if he the Indemnitee is required to do so under the terms of both Part A the Undertaking and Part B of the UndertakingRequest for Payment. Upon receipt of the UndertakingUndertaking and Request for Payment, the Company shall thereafter promptly within five business days pay such Expenses Losses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the UndertakingUndertaking and Request for Payment. No security shall will be required in connection with any Undertaking. The Undertaking and Request for Payment. (c) In making any determination under Section 4(a), the Board will presume that Indemnitee has satisfied the applicable standard of conduct, and the Company shall advance may overcome such presumption only by its adducing clear and convincing evidence to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt contrary. No determination by the Company (including by its Board) that the Indemnitee has not satisfied any applicable standard of conduct will be a written request defense to any Proceeding by the Indemnitee for such advanceindemnification or reimbursement or advance payment of expenses by the Company hereunder or create a presumption that the Indemnitee has not met any applicable standard of conduct.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 sixty (60) calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), ) and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Section 3 of this Agreement so long as the Indemnitee follows the prescribed procedure, and any determination by the Board that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) 3 hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 7 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or Regulations of the Regulations Company prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or and unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (Ai) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (Bii) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (Ciii) the Board Indemnitee shall notify Indemnitee have received within such period notice in writing of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, procedure and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 2(e2(d) or the last sentence of Section 3(c) 3 hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 7 hereof. Unless at the time of the Indemnitee's ’s act or omission at issue, the Articles of Incorporation or Regulations of the Regulations Company prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or and unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: to (ia) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; Company and (iib) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in writing and in reasonable detail arising out of the matter described in the Undertaking. , No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the last sentence of Section 2(e2(d) or the last sentence of Section 3(c3(b) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 8 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a1701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his rights to indemnification under Section 3 hereof, the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l 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 amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof, (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the last sentence of Section 2(e2(d) or the last sentence of Section 3(c3(b) hereof, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "Undertaking"), averring that he has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 10 8 hereof. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee shall be eligible to execute Part A of the Undertaking by which he undertakes to: (iA) repay such amount if (1) with respect to any action, suit, proceeding or claim (other than an action by or in the right of the Company) brought against the Indemnitee by reason of the fact that the Indemnitee is or was an officer of the Company for which the Indemnitee has received advancement of Expenses, it is proved by clear determined that the Indemnitee did not act in good faith and convincing evidence in a court of competent jurisdiction that the Indemnitee's action manner which he reasonably believed to be in or failure not opposed to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the CompanyCompany or (2) with respect to any action, suit, proceeding or claim brought against the Indemnitee by or in the right of the Company for which the Indemnitee has received advancement of Expenses, the Indemnitee is adjudged to be liable for negligence or for misconduct in the performance of his duty to the Company and the court has not determined that Indemnitee is entitled to indemnification; and (iiB) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which he undertakes to repay such amount if it ultimately is determined that he is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him in connection with any action under Section 3(c) within 20 days of receipt by the Company of a written request for such advance.

Certain Procedures Relating to Indemnification. (a) For purposes of pursuing his [his/her] rights to indemnification under Section 3 hereof3(a), the Indemnitee shall (i) submit to the Board a sworn statement of request for indemnification substantially in the form of Exhibit l attached hereto and made a part hereof (the "“Indemnification Statement"”) averring that he [he/she] is entitled to indemnification hereunder; and (ii) present to the Company reasonable evidence of all amounts for which indemnification is requested. Submission of an Indemnification Statement to the Board shall create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60 calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for the benefit of the Indemnitee, unless (A) within such 60-calendar-day period the Board shall resolve by vote of a majority of the Directors at a meeting at which a quorum is present that the Indemnitee is not entitled to indemnification under Section 3 hereof3(a), (B) such vote shall be based upon clear and convincing evidence (sufficient to rebut the foregoing presumption), and (C) the Board shall notify Indemnitee within such period of such vote, which notice shall disclose with particularity the evidence upon which the vote is based. The foregoing notice shall be sworn to by all persons who participated in the vote 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 Indemnitee to indemnification under Section 3 3(a) of this Agreement so long as Indemnitee follows the prescribed procedure, and any determination by the Board that Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review by any court of competent jurisdiction. . (b) For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the last sentence of Section 2(e2(d) or the last sentence of Section 3(c) hereof3(b), the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of Exhibit 2 attached hereto and made a part hereof (the "“Undertaking"”), averring that he [he/she] has reasonably incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any claim referred to in Section 33(a), or pursuant to Section 10 hereof8. Unless at the time of the Indemnitee's act or omission at issue, the Articles or the Regulations prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the The Indemnitee shall be eligible to execute Part A of the Undertaking by which he [he/she] undertakes to: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee's ’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the The Indemnitee shall be eligible to likewise execute Part B of the Undertaking by which he [he/she] undertakes to repay such amount if it ultimately is determined that he [he/she] is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute executes both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if he [he/she] is required to do so under the terms of both Part A and Part B of the Undertaking. Upon receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in reasonable detail arising out of the matter described in the Undertaking. No security shall be required in connection with any Undertaking. The Company shall advance to the Indemnitee all reasonable costs and expenses incurred or to be incurred by him [him/her] in connection with any action under Section 3(c3(a) within 20 days of receipt by the Company of a written request for such advance.