Common use of Enforcement Clause in Contracts

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. (c) The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon on this Agreement in serving as an officer or director of the Company. (b) This Other than as provided in this Agreement, this Agreement constitutes the entire agreement between the parties hereto with respect to the this subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the this subject matter hereofmatter.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve serve, or continue to serve, as an officer or a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as an officer or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or and/or a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or and/or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Other than as provided herein, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve serve, or continue to serve, as an officer or a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce the Indemnitee to serve as an officer or a director of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as an officer or director such Enterprise Fiduciary of the Company. (b) This Agreement constitutes and the Organizational Documents constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) a. The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an a director and/or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director and/or officer or director of the Company. (b) b. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof of this Agreement and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereofof this Agreement.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce the Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This The Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve serve, or to continue to serve, as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as an a director or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue serving as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. (c) The Company represents that this Agreement has been approved by the Company’s Board of Directors.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve serve, or to continue to serve, as an officer or director a director, of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as an officer or a director agent of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an a director and/or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director and/or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce the Indemnitee to continue to serve as an officer or a director of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as an officer or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce the Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as an officer or director such Enterprise Fiduciary of the Company. (b) This Agreement constitutes and the LLC Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to continue to serve as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce the Indemnitee to serve as an officer or a director of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as an officer or director such Enterprise Fiduciary of the Company. (b) This Agreement constitutes and the LLC Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer a director, officer, employee or director agent or of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer a director, officer, employee or director agent of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof of this Agreement and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereofof this Agreement.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce the Indemnitee to serve as an officer or and/or director of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon on this Agreement in serving as an officer or and/or director of the Company. (b) This Other than as provided in this Agreement, this Agreement constitutes the entire agreement between the parties hereto with respect to the this subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the this subject matter hereofmatter.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. (c) The Company represents that this Agreement has been approved by the Company’s Board of Directors.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, oral written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve serve, or to continue to serve, as an officer a director or director officer, of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as an a director or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, Company and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereofhereof including, without limitation, the Original Agreement.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director and an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director and an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce the Indemnitee to serve as [an officer or director / a director] of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as an officer or director such Enterprise Fiduciary of the Company. (b) This Agreement constitutes and the Organizational Documents constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.. 4000-0000-0000.v1 (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce the Indemnitee to serve as an officer or director Director of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as an officer or director such Enterprise Fiduciary of the Company. (b) This Agreement constitutes and the LLC Agreement constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes supersede all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof of this Agreement and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereofof this Agreement.

Enforcement. (a) a. The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or a director of the Company. (b) b. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a1) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director or officer or director of the Company. (b2) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to continue to serve as an officer or director Agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director Agent of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of provide services to the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of providing services to the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an a director and/or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director and/or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce the Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. (c) The Company represents that this Agreement has been approved by the Board.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an a director and/or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director and/or officer or director of the Company. (b) . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, as applicable, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the CompanyCompany or a Subsidiary, and the Company acknowledges that Indemnitee is relying upon on this Agreement in serving as an officer or director of the CompanyCompany or a Subsidiary. (b) This Other than as provided in this Agreement, this Agreement constitutes the entire agreement between the parties hereto with respect to the this subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the this subject matter hereofmatter.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or a director of the Company, as applicable, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director a Officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director a Officer of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto hiseto with respect to the subject matter hereof hiseof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto hiseto with respect to the subject matter hereofhiseof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director a director, officer, employee and/or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director a director, officer, employee and/or agent of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director a member of the Board of Directors of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director a member of the Board of Directors of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on an it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Other than as provided in this Agreement, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or and/or a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or and/or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties pates hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to continue to serve as an officer or a director of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving continuing to serve as an officer or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof, except as set forth in the Recitals to this Agreement.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director or officer or director of the Company. (b) . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes supercedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations obligation imposed on it hereby in order to induce Indemnitee to serve as an officer or a director of the the. Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in Xxxxxxxxx.xx serving as an officer or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee Director to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee Director is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or a director of the Company. (b) . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and NYCLIB01/NYPHE/160964.5 Lovells understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written written, and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as an a director or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company Corporation expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the CompanyCorporation, and the Company Corporation acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the CompanyCorporation. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and 14 understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Except as set forth otherwise herein, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of enter into the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the CompanyHEMG/Xxxxx Agreement. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof of this Agreement and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereofof this Agreement.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve and continue to serve as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer or a director of the Company, Company and the Company acknowledges that Indemnitee is relying upon this Agreement in serving agreeing to serve or continue to serve as an officer or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof, including, but not limited to, the Prior Agreement.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement or any previous indemnification agreement and assumes the obligations imposed on it hereby and thereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to continue to serve as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof, except as expressly set forth herein.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee Director to serve as an officer or a director of the Company, and the Company acknowledges that Indemnitee Director is relying upon this Agreement in serving as an officer or director of the Companysuch. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto Parties with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an a director and officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director and officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly exprevsly confirms and agrees that it has entered into this tris Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges acknowledgus that Indemnitee is relying upon this Agreement in serving swrving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to tx the subject matter hereof and supersedes all alq prior agreements and understandings, oral, written and implied, between the parties hereto mereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an a director or officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an a director or officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof, including the Agreement dated , .

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the CompanyCompany or its wholly-owned subsidiary. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.. 0000-0000-0000.v1 (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce the Indemnitee to serve as an officer or director a member of the CompanyBoard, and the Company acknowledges that such Indemnitee is relying upon this Agreement in serving as an officer or director a member of the CompanyBoard. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce the Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. (c) The Company represents that this Agreement has been approved by the Company’s Board and shareholders.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce each Indemnitee to serve as an officer a director, officer, employee or director agent or of the Company, and the Company acknowledges that each Indemnitee is relying upon this Agreement in serving as an officer a director, officer, employee or director agent of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Each Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of one or more of the CompanyCompanies, and the each Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of one or more of the CompanyCompanies. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, #PageNum# oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or to continue to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement Agreement, including its recitals which are incorporated herein, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company Corporation expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or a director of the CompanyCorporation, and the Company Corporation acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or a director of the CompanyCorporation. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or and/or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an executive officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an executive officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) a. The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or and/or a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or and/or a director of the Company. (b) b. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee to continue to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an executive officer or director member of the Board of Directors of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Companyin such capacity. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes assumed the obligations imposed on it hereby in order to induce Indemnitee Xxxxxx to serve continue serving as an officer or a director of the Company, and the Company acknowledges that Indemnitee Xxxxxx is relying upon this Agreement in serving continuing to serve as an officer or a director of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.