Common use of Exceptions to Indemnification Clause in Contracts

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud fraud, dishonesty or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Executive Officer shall be entitled to indemnification under Sections 7(aClauses 9(a) and 7(b9(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(aClause 9(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Executive Officer failed to act in good faith and in a manner the Independent Director Executive Officer reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director Executive Officer had reasonable cause to believe that the Independent DirectorExecutive Officer’s conduct was unlawful, or (iii) the Independent DirectorExecutive Officer’s conduct constituted willful misconduct, fraud fraud, dishonesty or knowing violation of law, then the Independent Director Executive Officer shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(bClause 9(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Executive Officer failed to act in good faith and in a manner the Independent Director Executive Officer reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Executive Officer shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Executive Officer is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Executive Officer received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director Executive Officer shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses Amounts hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses Amounts hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Notwithstanding any provision herein to the contrary, the Company shall not be entitled obligated pursuant to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the followingterms of this Agreement: (a) If To indemnify or advance Expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification is requested under Section 7(athis Agreement, the Articles of Incorporation, the Bylaws or any law or otherwise as required under NRS 78.751 or (ii) and it in specific cases if the Board has been adjudicated finally approved the initiation or bringing of such proceedings or claims; (b) To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court or arbitral body of competent jurisdiction that, in connection with the subject determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; (c) To indemnify Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding out effected without the Company’s written consent; or (d) To indemnify Indemnitee on account of which the claim for indemnification has arisen, any Proceeding with respect to (i) the Independent Director failed remuneration paid to act Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests violation of the Companylaw, (ii) which final judgment is rendered against Indemnitee for an accounting of profits made from the Independent Director purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the provisions of Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or similar provisions of any federal, state or local statute unless, in addition to Indemnitee having met the standards of conduct that make it permissible under the NRS for the Company to indemnify Indemnitee for the amount claimed, the transaction underlying the Proceeding was one in which Indemnitee had reasonable cause no discretion (such as a merger or a forced conversion of a security) or a transaction which was reviewed in advance and approved by counsel to believe that the Independent Director’s conduct was unlawfulCompany, or (iii) which it is determined by final judgment or other final adjudication that Indemnitee defrauded or stole from the Independent Director’s conduct constituted willful misconduct, fraud Company or knowing violation of law, then the Independent Director shall not be entitled converted to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court his or arbitral body of competent jurisdiction that, in connection with the subject her own personal use and benefit business or properties of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in Company or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterwas otherwise knowingly dishonest.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, unlawful or (iii) the Independent DirectorIndemnitee’s conduct constituted willful misconduct, fraud misconduct or knowing violation of lawrecklessness, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper personal benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company with respect to which Indemnitee’s Corporate Status has given rise to a claim against Indemnitee (the “Relevant Company”), (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and: (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Relevant Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Relevant Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the followingProceeding out of which Indemnitee’s claim for indemnification has arisen, as follows: (a) Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 7(a3(a) and it has been finally adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisensuch specific claim, issue or matter, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or, with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) Proceedings By or In the Right of the Company. If indemnification is requested under Section 7(b3(b) and (i) it has been finally adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisensuch specific claim, the Independent Director issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any such specific claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director he/she reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s his/her conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company shall determine by any of the methods set forth in Section 145(d) of the Delaware General Corporation Law whether the Indemnitee has met the applicable standards of conduct which makes is permissible under applicable law to indemnify the Indemnitee. If it is determined that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to such indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction determined that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, (ii) with respect to any criminal action or proceeding, the Independent Director Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction determined that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction determined that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s 's conduct was unlawful, or (iii) the Independent Director’s 's conduct constituted willful misconduct, fraud or knowing violation of law, ; then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director Company had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a6(a) and 7(b6(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a6 (a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b6(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. The Independent Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. No act or failure to act on the part of the Independent Director shall be considered “willful” unless it is done, or omitted to be done, by the Independent Director in bad faith or without reasonable belief that his action or omission was in the best interest of the Company. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses Amounts hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances circumstances, other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and: (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper. (c) If indemnification is requested under Section 3(a) in connection with any claim against the Indemnitee for an accounting of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Securities and Exchange Act of 1934, as amended, or any similar successor statute or similar provisions of state statutory law or common law.

Exceptions to Indemnification. Executive Director shall be entitled to indemnification under Sections 7(aClauses 8(a) and 7(b8(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(aClause 8(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Executive Director failed to act in good faith and in a manner the Independent Executive Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Executive Director had reasonable cause to believe that the Independent Executive Director’s conduct was unlawful, or (iii) the Independent Executive Director’s conduct constituted willful misconduct, fraud fraud, dishonesty or knowing violation of law, then the Independent Executive Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(bClause 8(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Executive Director failed to act in good faith and in a manner the Independent Executive Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Executive Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Executive Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Executive Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Executive Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, unlawful or (iii) the Independent Director’s Indemnitee's conduct constituted willful misconduct, fraud misconduct or knowing violation of lawrecklessness, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper personal benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to the indemnification under Sections 7(a) and 7(b) above provided in Section 3 of this Agreement in all circumstances other than the following: (a) If indemnification is requested sought by Indemnitee under Section 7(a) 3 of this Agreement and it has been adjudicated finally by a court or arbitral body of competent jurisdiction evidenced by a final nonappealable order that, in connection with the subject of the any Proceeding or any claim, issue or matter involved in any Proceeding out of which the claim for indemnification hereunder has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, or (ii) the Independent Director with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment indemnification of Indemnifiable Amounts hereunder.hereunder with respect to such Proceeding or such claim, issue or matter, as applicable; (b) If indemnification is requested sought by Indemnitee under Section 7(b) and (i) 3 of this Agreement and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, evidenced by a final nonappealable order that Indemnitee is liable to the Corporation with respect to any Proceeding by or in connection with the subject right of the Corporation to procure a judgment in its favor by reason of Indemnitee’s Corporate Status or any claim, issue or matter involved in any such Proceeding out of which the claim for indemnification under this Agreement has arisen, Indemnitee shall not be entitled to Indemnifiable Amounts under this Agreement with respect to such Proceeding or such claim, issue or matter, as applicable, unless the Independent Director failed Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to act indemnity for such Indemnifiable Amounts which the Court of Chancery or such other court shall deem proper; and (c) If indemnification is sought by Indemnitee under Section 3 of this Agreement and the Corporation reasonably determines that indemnification of Indemnitee would violate the securities laws of the United States. For purposes of this Section 4, including, without limitation and to the fullest extent permitted by applicable law, in the court adjudication contemplated by this Section 4, Indemnitee shall be deemed to have acted in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, includingcriminal Proceeding, without limitationreasonable cause to believe that Indemnitee’s conduct was unlawful, a claim that if Indemnitee’s act or omission is based, in good faith, upon (i) the Independent Director received an improper benefit records of the Corporation, (ii) such information, opinions, reports or improperly took advantage of a corporate opportunitystatements presented to the Corporation, the Independent Director shall not be entitled Board of Directors or any committee of the Board of Directors by any of the Corporation’s officers, employees, directors, other committees of the Board of Directors, legal counsel, professional advisors, experts or any other person as to payment matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of Indemnifiable Expenses hereunder the Corporation, and/or (iii) such information, opinions, reports or statements presented to an Entity for which Indemnitee has Corporate Status or such Entity’s officers, employees, directors, committees of such Entity’s board of directors, managers, general partners, trustees, legal counsel, professional advisors, experts or any other person as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with respect to reasonable care by or on behalf of such claim, issue or matterEntity.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court of law or another court (or regulatory authority or arbitral body) in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(aSection 3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it It has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it It has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper. (c) The Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) for which payment is actually made to or on behalf of Indemnitee under a valid and collectible insurance policy of D&O Insurance, or under a valid and enforceable indemnity clause, by-law or agreement.

Exceptions to Indemnification. Director Indemnitee shall be entitled to ----------------------------- indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompanies or, (ii) the Independent Director with respect to any criminal action or proceeding in which Indemnitee is finally convicted by a court of competent jurisdiction, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompanies, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or; (ii) notwithstanding any provision eliminating or limiting the liability of Indemnitee to the Companies, it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to each of the Company Companies with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper personal benefit or improperly took advantage of a corporate opportunityopportunity (subject to the waiver of corporate opportunities set forth in Article Ninth of the Certificate of Incorporation of each of Super Holdco and Holdings), the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification arose, Indemnitee is liable to the Companies for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law.

Exceptions to Indemnification. Director Indemnification shall not be entitled provided to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested a Covered Person under Section 7(a) and 6.4 if it has shall have been fully adjudicated finally in a decision on the merits by a the court or arbitral other body of competent jurisdiction that, in connection with the subject of the Proceeding out of before which the claim for indemnification has arisen, proceeding was brought that such Covered Person (i) the Independent Director failed to did not act in good faith and in a manner the Independent Director reasonably believed to be reasonable belief that such Covered Person’s action was in or not opposed to the best interests of the CompanyTrust or (ii) is liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office (either and both of the conduct described in (i) and (ii) being referred to hereafter as “Disabling Conduct”). As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without a final adjudication in a decision on the merits that such Covered Person is liable by reason of Disabling Conduct, indemnification shall be provided if there has been (i) a determination by the court or other body before which the proceeding was brought that the Covered Person was not liable by reason of Disabling Conduct, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawfula dismissal of a court action or any administrative or other proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the Independent Director’s conduct constituted willful misconductreadily available facts (as opposed to a full trial-type inquiry), fraud that the Covered Person was not liable by reason of Disabling Conduct either by a vote of a majority of a quorum of disinterested Trustees who are not parties to the proceeding, or knowing violation by an independent legal counsel in a written opinion. Approval by the Trustees or by independent legal counsel of law, then indemnification as to any matter disposed of by a compromise payment by the Independent Director Covered Person shall not be entitled prevent the recovery from the Covered Person of any amount paid to such Covered Person as indemnification for such payment of Indemnifiable Amounts hereunder. (b) If indemnification or for any other expenses if such Covered Person is requested under Section 7(b) and (i) it has been subsequently adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests liable by reason of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterDisabling Conduct.

Exceptions to Indemnification. Executive Director shall be entitled to indemnification under Sections 7(aClauses 9(a) and 7(b9(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(aClause 9(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Executive Director failed to act in good faith and in a manner the Independent Executive Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Executive Director had reasonable cause to believe that the Independent Executive Director’s conduct was unlawful, or (iii) the Independent Executive Director’s conduct constituted willful misconduct, fraud fraud, dishonesty or knowing violation of law, then the Independent Executive Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(bClause 9(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Executive Director failed to act in good faith and in a manner the Independent Executive Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Executive Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Executive Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Executive Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Executive Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Executive Officer shall be entitled to indemnification under Sections 7(aClauses 8(a) and 7(b8(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(aClause 8(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Executive Officer failed to act in good faith and in a manner the Independent Director Executive Officer reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director Executive Officer had reasonable cause to believe that the Independent DirectorExecutive Officer’s conduct was unlawful, or (iii) the Independent DirectorExecutive Officer’s conduct constituted willful wilful misconduct, fraud fraud, dishonesty or knowing violation of law, then the Independent Director Executive Officer shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(bClause 8(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Executive Officer failed to act in good faith and in a manner the Independent Director Executive Officer reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Executive Officer shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Executive Officer is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Executive Officer received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director Executive Officer shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Indemnitee shall not be entitled to indemnification under Sections 7(a) and 7(b) Section 3 above in all circumstances other than the followingfollowing circumstances: (a) If indemnification is requested under Section 7(a3(b) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(c) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper. (c) On account of any Proceeding pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (“Section 16(b)”), in which final judgment is rendered against Indemnitee for payment or an accounting of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 16(b). (d) As provided in Section 18 below.

Exceptions to Indemnification. Director Executive Officer shall be entitled to indemnification under Sections 7(aClauses 8(a) and 7(b8(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(aClause 8(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Executive Officer failed to act in good faith and in a manner the Independent Director Executive Officer reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director Executive Officer had reasonable cause to believe that the Independent DirectorExecutive Officer’s conduct was unlawful, or (iii) the Independent DirectorExecutive Officer’s conduct constituted willful misconduct, fraud fraud, dishonesty or knowing violation of law, then the Independent Director Executive Officer shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(bClause 8(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Executive Officer failed to act in good faith and in a manner the Independent Director Executive Officer reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Executive Officer shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Executive Officer is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Executive Officer received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director Executive Officer shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Indemnitee shall be entitled to the indemnification under provided in Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and: (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to the indemnification under Sections 7(a) and 7(b) above provided in Section 3 of this Agreement in all circumstances other than the following: (a) If indemnification is requested sought by Indemnitee under Section 7(a) 3 of this Agreement and it has been adjudicated finally by a court or arbitral body of competent jurisdiction evidenced by a final non-appealable order that, in connection with the subject of the any Proceeding or any claim, issue or matter involved in any Proceeding out of which the claim for indemnification hereunder has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or (ii) the Independent Director with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment indemnification of Indemnifiable Amounts hereunder.hereunder with respect to such Proceeding or such claim, issue or matter, as applicable; (b) If indemnification is requested sought by Indemnitee under Section 7(b) and (i) 3 of this Agreement and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, evidenced by a final non-appealable order that Indemnitee is liable to the Company with respect to any Proceeding by or in connection with the subject right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status or any claim, issue or matter involved in any such Proceeding out of which the claim for indemnification under this Agreement has arisen, Indemnitee shall not be entitled to Indemnifiable Amounts under this Agreement with respect to such Proceeding or such claim, issue or matter, as applicable, unless the Independent Director failed Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to act indemnity for such Indemnifiable Amounts which the Court of Chancery or such other court shall deem proper; and (c) If indemnification is sought by Indemnitee under Section 3 of this Agreement and the Company reasonably determines that indemnification of Indemnitee would violate the securities laws of the United States. For purposes of this Section 4, including, without limitation and to the fullest extent permitted by applicable law, in the court adjudication contemplated by this Section 4, Indemnitee shall be deemed to have acted in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, includingcriminal Proceeding, without limitationreasonable cause to believe that Indemnitee’s conduct was unlawful, a claim that if Indemnitee’s act or omission is based, in good faith, upon (i) the Independent Director received an improper benefit records of the Company, (ii) such information, opinions, reports or improperly took advantage of a corporate opportunitystatements presented to the Company, the Independent Director shall not be entitled Board of Directors or any committee of the Board of Directors by any of the Company’s officers, employees, directors, other committees of the Board of Directors, legal counsel, professional advisors, experts or any other person as to payment matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of Indemnifiable Expenses hereunder the Company, and/or (iii) such information, opinions, reports or statements presented to an Entity for which Indemnitee has Corporate Status or such Entity’s officers, employees, directors, committees of such Entity’s board of directors, managers, general partners, trustees, legal counsel, professional advisors, experts or any other person as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with respect to reasonable care by or on behalf of such claim, issue or matterEntity.

Exceptions to Indemnification. Director Notwithstanding any provision herein to the contrary, the Company shall not be entitled obligated pursuant to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the followingterms of this Agreement: (a) If To indemnify or advance Expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification is requested under Section 7(athis Agreement or any law or otherwise as required under NRS 78.751, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or (b) and it has been adjudicated finally To indemnify the Indemnitee for any Expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court or arbitral body of competent jurisdiction that, in connection with the subject determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or (c) To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding out effected without the Company's written consent; or (d) To indemnify the Indemnitee on account of which the claim for indemnification has arisen, any Proceeding with respect to (i) the Independent Director failed remuneration paid to act Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests violation of the Companylaw, (ii) which final judgment is rendered against the Independent Director had reasonable cause Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to believe that the Independent Director’s conduct was unlawfulprovisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the provisions of Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or similar provisions of any federal, state or local statute, or (iii) which it is determined by final judgment or other final adjudication that the Independent Director’s conduct constituted willful misconduct, fraud Indemnitee defrauded or knowing violation of law, then stole from the Independent Director shall not be entitled Company or converted to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court his or arbitral body of competent jurisdiction that, in connection with the subject her own personal use and benefit business or properties of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in Company or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunderwas otherwise knowingly dishonest; or (iie) it has been adjudicated finally To indemnify the Indemnitee on account of any Proceeding by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company to enforce against the Indemnitee or any affiliate of the Indemnitee the provisions of its Articles of Incorporation or Bylaws with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisencompliance with gaming laws, including, without limitation, provisions governing the removal of the Indemnitee as a claim that director of the Independent Director received Company or the redemption of securities owned by the Indemnitee or an improper benefit or improperly took advantage affiliate of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterIndemnitee.

Exceptions to Indemnification. Director Indemnitee shall be entitled to the indemnification under provided in Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction evidenced by a final nonappealable order that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and: (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction evidenced by a final nonappealable order that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction evidenced by a final nonappealable order that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: : (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. . (b) If indemnification is requested under Section 7(b) and and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director The Indemnitee shall be entitled to indemnification under Sections 7(aSection 3(a) and 7(bSection 3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee acted fraudulently and/or dishonestly, failed to act (i) in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Companyrelevant member or members of the Aspen Group, including without limitationor, with respect to any criminal action or proceeding, the breach of Section 4 hereof by Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 3(b) and: (i) it has been adjudicated finally by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Indemnitee acted fraudulently and/or dishonestly or failed to act (A) in good faith and (B) in a manner the Indemnitee believed to be in the best interests of the relevant member or members of the Aspen Group, then the Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company Aspen Group with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of then no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court of competent jurisdiction in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to the indemnification under Sections 7(a) and 7(b) above provided in Section 3 in all circumstances permitted by applicable law other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCardtronics Delaware, (ii) the Independent Director or with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and: (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCardtronics Delaware, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses Amounts hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company Cardtronics Delaware and/or any affiliate with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director no Indemnifiable Amounts shall not be entitled to payment of Indemnifiable Expenses hereunder paid with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Amounts which such court shall deem proper. (c) For (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of Cardtronics Delaware and/or the Company within the meaning of Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision or similar provisions of state statutory or common law or (ii) any reimbursement of Cardtronics Delaware and/or the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the board of directors or the compensation committee of the board of directors, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act, and, in either case, indemnification therefor is prohibited by such laws or policy. (d) For any reimbursement of Cardtronics Delaware and/or the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of Cardtronics Delaware and/or the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement due to the material noncompliance of Cardtronics Delaware and/or the Company, as a result of the misconduct of Indemnitee, with any financial reporting requirement under the securities laws pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to Cardtronics Delaware and/or the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act and indemnification therefor is prohibited by such laws. (e) Where payment is expressly prohibited by law. (f) For which payment has been actually made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision. (g) Except as provided in Section 11, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Cardtronics Delaware, the Company and/or any Subsidiaries or their directors, officers, employees or other indemnitees, unless (i) the board of directors authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) Cardtronics Delaware provides the indemnification, in its sole discretion, pursuant to the powers vested in Cardtronics Delaware under applicable law.

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction thatmat, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an art improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director The Company shall be entitled to indemnification indemnify Indemnitee under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been finally adjudicated finally by a court or arbitral body of competent jurisdiction (or arbitrator in an arbitration proceeding commenced by Indemnitee in accordance with Section 12 hereof) that, (i) in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful, then any such case, Indemnitee will not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 3(b) and: (i) it has been finally adjudicated by a court of competent jurisdiction (or arbitrator in an arbitration proceeding commenced by Indemnitee in accordance with Section 12 hereof) that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall Indemnitee will not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated finally by a court or arbitral body of competent jurisdiction (or arbitrator in an arbitration proceeding commenced by Indemnitee in accordance with Section 12 hereof) that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of then no Indemnifiable Expenses hereunder will be paid with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought determines upon application that, despite the adjudication of liability, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such Indemnifiable Expenses as such court deems proper. (c) Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee: (i) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or (ii) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act; or (iii) except as provided in Sections 12(d) and 22 of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the board of directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and: (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company shall determine by any of the methods set forth in Section 78.751 of the Nevada Revised Statutes whether the Indemnitee has met the applicable standards of conduct which makes is permissible under applicable law to indemnify the Indemnitee. If it is determined that the Indemnitee is entitled to indemnification, the Indemnitee shall be entitled to such indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction determined that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, (ii) with respect to any criminal action or proceeding, the Independent Director Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction determined that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction determined that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless a court of competent jurisdiction shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of then no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director 4.1 Indemnitee shall be entitled to indemnification under Sections 7(a3.1(a) and 7(b3.1(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3.1(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3.1(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit personal benefit, no Indemnifiable Expenses shall be paid with respect to such claim, issue or improperly took advantage matter unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper. (c) To the extent payment is actually made to the Indemnitee under a corporate opportunityvalid and collectible insurance policy in respect of Indemnifiable Expenses or Indemnifiable Liabilities in connection with such specific claim, the Independent Director issue or matter, Indemnitee shall not be entitled to payment of Indemnifiable Expenses or Indemnifiable Liabilities, as the case may be, hereunder with respect to the extent such claimIndemnifiable Expenses or Indemnifiable Liabilities, issue as the case may be, have been reimbursed or matterotherwise paid by such insurance policy.

Exceptions to Indemnification. Director Executive Officer shall be entitled to indemnification under Sections 7(aClauses 9(a) and 7(b9(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(aClause 9(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, , (i) the Independent Director Executive Officer failed to act in good faith and in a manner the Independent Director Executive Officer reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director Executive Officer had reasonable cause to believe that the Independent DirectorExecutive Officer’s conduct was unlawful, or (iii) the Independent DirectorExecutive Officer’s conduct constituted willful misconduct, fraud fraud, dishonesty or knowing violation of law, then the Independent Director Executive Officer shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(bClause 9(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Executive Officer failed to act in good faith and in a manner the Independent Director Executive Officer reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Executive Officer shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Executive Officer is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Executive Officer received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director Executive Officer shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to any payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a1(a) and 7(b1(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a1(a) and it has been adjudicated finally by a court of competent jurisdiction that (i) in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or arbitral body not opposed to the best interests of the Company; (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder; or (iii) on account of any claim or proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act (as defined below), or similar provisions of any federal, state or local law, provided, however, if and when Indemnitee ultimately establishes in any such proceeding that no recovery of profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or such similar provision of any similar federal, state or local law, then, notwithstanding anything to the contrary provided in this Section 2(a)(iii), indemnification pursuant to this Agreement shall then be permitted; (b) If indemnification is requested under Section 1(b), and (i) it has been adjudicated finally by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, arisen (including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit), the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper. (c) In making any standard of conduct determination with respect to an Indemnitee and his request for indemnification hereunder, the person or persons making such determination shall, to the fullest extent permitted by law, presume that (i) Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with this Agreement, and (ii) Indemnitee has satisfied the applicable standard of conduct. The Company shall, to the fullest extent not prohibited by law, in any legal proceeding, have the burden of proof to overcome such presumptions in connection with the making by any person, persons or entity of any determination (including any standard of conduct determination) contrary to such presumptions. The Company may overcome such presumptions only by its adducing clear and convincing evidence to the contrary. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. In addition, for purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company or any Entity, including financial statements, or on information supplied to Indemnitee by the officers of the Company or any Entity in the course of their duties, or on the advice of legal counsel for the Company or any Entity or on information or records given or reports made to the Company or any Entity by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any Entity. The provisions of this Section 2(c) shall not be deemed to be exclusive or to limit in any way the other circumstances which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or required by law. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or any Entity shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. (d) From and after the occurrence of a Change of Control, upon the request of Indemnitee, any standard of conduct determination with respect to such Indemnitee shall be made by Independent Legal Counsel. Within ten (10) days after the Indemnitee provides written notice of his selection of Independent Legal Counsel, the Company shall deliver to the Indemnitee any written objection to the selection of Independent Counsel; provided, however, that such objection may be asserted only on the ground that the Independent Legal Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 14 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Legal Counsel. If such written objection is so made and substantiated, the Independent Legal Counsel so selected may not serve as Independent Legal Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. A “Change of Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events: (i) Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing more than thirty percent (30%) of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage; (ii) During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(d)(i), 2(d)(iii) or 2(d)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved), cease for any reason to constitute a least a majority of the members of the Board; (iii) The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the Board or other governing body of such surviving entity; (iv) The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and (v) There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement. For purposes of this Section 2(d), the following terms shall have the following meanings:

Exceptions to Indemnification. Director Indemnitee shall be entitled to the indemnification under Sections 7(a) and 7(b) provided in Section 3 above in all circumstances other than the following: (a) If indemnification is requested sought by Indemnitee under Section 7(a) 3 and it has been adjudicated finally by a court or arbitral body of competent jurisdiction evidenced by a final nonappealable order that, in connection with the subject of the any Proceeding or any claim, issue or matter involved in any Proceeding out of which the claim for indemnification hereunder has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or (ii) the Independent Director with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment indemnification of Indemnifiable Amounts hereunder.hereunder with respect to such Proceeding or such claim, issue or matter, as applicable; (b) If indemnification is requested sought by Indemnitee under Section 7(b) and (i) 3 and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, evidenced by a final nonappealable order that Indemnitee is liable to the Company with respect to any Proceeding by or in connection with the subject right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status or any claim, issue or matter involved in any such Proceeding out of which the claim for indemnification hereunder has arisen, Indemnitee shall not be entitled to Indemnifiable Expenses hereunder with respect to such Proceeding or such claim, issue or matter, as applicable, unless the Independent Director failed Court of Chancery (as defined below) or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to act indemnity for such Indemnifiable Expenses which the Court of Chancery or such other court shall deem proper; and (c) If indemnification is sought by Indemnitee under Section 3 and the Company reasonably determines that indemnification of Indemnitee would violate the securities laws of the United States. For purposes of this Section 4, including, without limitation and to the fullest extent permitted by law, the court adjudication contemplated hereby, Indemnitee shall be deemed to have acted in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, includingcriminal Proceeding, without limitationreasonable cause to believe that Indemnitee’s conduct was unlawful, a claim that if Indemnitee’s act or omission is based, in good faith, upon (i) the Independent Director received records of the Company, (ii) such information, opinions, reports or statements presented to the Company or its Board of Directors by any of the Company’s officers, employees, directors, committees of the Company’s Board of Directors, legal counsel, professional advisors, experts or any other person as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, and/or (iii) such information, opinions, reports or statements presented to an improper benefit Entity for which Indemnitee has Corporate Status or improperly took advantage such Entity’s officers, employees, directors, committees of a corporate opportunitysuch Entity’s Board of Directors, the Independent Director shall not be entitled legal counsel, professional advisors, experts or any other person as to payment matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of Indemnifiable Expenses hereunder with respect to such claim, issue or matterEntity.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of any Indemnifiable Amounts hereunderAmounts. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to the indemnification under provided in Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and: (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to the indemnification under Sections 7(a) and 7(b) above provided in Section 3 in all circumstances other than the following: (a) If indemnification is requested sought by Indemnitee under Section 7(a) 3 and it has been adjudicated finally by a court or arbitral body of competent jurisdiction evidenced by a final nonappealable order that, in connection with the subject of the any Proceeding or any claim, issue or matter involved in any Proceeding out of which the claim for indemnification hereunder has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or (ii) the Independent Director with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment indemnification of Indemnifiable Amounts hereunder.hereunder with respect to such Proceeding or such claim, issue or matter, as applicable; (b) If indemnification is requested sought by Indemnitee under Section 7(b) and (i) 3 and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, evidenced by a final nonappealable order that Indemnitee is liable to the Company with respect to any Proceeding by or in connection with the subject right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status or any claim, issue or matter involved in any such Proceeding out of which the claim for indemnification hereunder has arisen, Indemnitee shall not be entitled to Indemnifiable Expense hereunder with respect to such Proceeding or such claim, issue or matter, as applicable, unless the Independent Director failed Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to act indemnity for such Indemnifiable Expenses which the Court of Chancery or such other court shall deem proper; and (c) If indemnification is sought by Indemnitee under Section 3 and the Company reasonably determines, in reliance on the opinion of counsel reasonably acceptable to the Indemnitee, that indemnification of Indemnitee would violate the securities laws of the United States. For purposes of this Section 4, including, without limitation and to the fullest extent permitted by law, the court adjudication contemplated hereby, Indemnitee shall be deemed to have acted in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, includingcriminal Proceeding, without limitationreasonable cause to believe that Indemnitee’s conduct was unlawful, a claim that if Indemnitee’s act or omission is based, in good faith, upon (1) the Independent Director received records of the Company, (2) such information, opinions, reports or statements presented to the Company or the Board of Directors by any of the Company’s officers, employees, directors, committees of the Board of Directors, legal counsel, professional advisors, experts or any other person as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, and/or (3) such information, opinions, reports or statements presented to an improper benefit Entity for which Indemnitee has Corporate Status or improperly took advantage such Entity’s officers, employees, directors, committees of a corporate opportunitysuch Entity’s Board of Directors, the Independent Director shall not be entitled legal counsel, professional advisors, experts or any other person as to payment matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of Indemnifiable Expenses hereunder with respect to such claim, issue or matterEntity.

Exceptions to Indemnification. Director Indemnitee shall be entitled to ----------------------------- indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany with respect to which Indemnitee's Corporate Status has given rise to a claim against Indemnitee, (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Superior Court or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a2(a) and 7(b2(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the followingProceeding out of which Indemnitee’s claim for indemnification has arisen, as follows: (a) Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 7(a2(a) in a Proceeding other than by or in the right of the Company and it has been finally adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisensuch specific claim, issue or matter, Indemnitee (i) the Independent Director engaged in actions or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (ii) failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in the best interests of the Company in the case of conduct in the Indemnitee’s official capacity with the Company or at least reasonably believed to be not opposed to the best interests of the CompanyCompany in all other cases; (iii) with respect to any criminal Proceeding, (ii) the Independent Director had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, ; (iv) improperly received a personal benefit; (v) breached his or her duty of loyalty to the Company or its shareholders; or (iiivi) the Independent Director’s conduct constituted willful misconductis liable under Tennessee Code Annotated § 40-00-000, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) Proceedings By or In the Right of the Company. If indemnification is requested under Section 7(b2(b) in a Proceeding by or in the right of the Company and (i) it has been finally adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject such specific claim, issue or matter, Indemnitee (A) engaged in actions or omissions not in good faith or which involve intentional misconduct or a knowing violation of the Proceeding out of which the claim for indemnification has arisen, the Independent Director law; (B) failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in the best interests of the Company in the case of conduct in the Indemnitee’s official capacity with the Company or at least reasonably believed to be not opposed to the best interests of the CompanyCompany in all other cases; (C) with respect to any criminal Proceeding, including without limitationhad reasonable cause to believe that Indemnitee’s conduct was unlawful; (D) improperly received a personal benefit; (E) breached its duty of loyalty to the Company or its shareholders; or (F) is liable under Tennessee Code Annotated § 40-00-000, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder; or (ii) it has been finally adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any such specific claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder with respect to such claim, issue or matter; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, or if the Indemnitee agrees by way of settlement or otherwise to pay any or all of such profits to the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction determined in accordance with Section 7 that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction determined in accordance with Section 7 that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (ia) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (iib) the Independent Director due to Indemnitee’s own gross negligence or willful misconduct, or (c) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper personal benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the Court of Chancery of the State of Delaware shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(aSection 3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it It has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it It has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper. (c) The Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines ERISA excise taxes and penalties, and amounts paid in settlement) for which payment is actually made to or on behalf of Indemnitee under a valid and collectible insurance policy of D&O Insurance, or under a valid and enforceable indemnity clause, by-law or agreement.

Exceptions to Indemnification. Director Indemnitee shall be entitled to the indemnification under provided in Sections 7(a3 (a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction evidenced by a final nonappealable order that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and: (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction evidenced by a final nonappealable order that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction evidenced by a final nonappealable order that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the Court of Chancery (as defined below) or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to the indemnification under Sections 7(a) and 7(b) above provided in Section 3 in all circumstances permitted by applicable law other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and: (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses Amounts hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company and/or any of its Associated Companies with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director no Indemnifiable Amounts shall not be entitled to payment of Indemnifiable Expenses hereunder paid with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Amounts which such court shall deem proper. (c) For (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of Cardtronics Delaware and/or the Company within the meaning of Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision or similar provisions of state statutory or common law or (ii) any reimbursement of Cardtronics Delaware and/or the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the board of directors or the compensation committee of the board of directors, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act, and, in either case, indemnification therefor is prohibited by such laws or policy. (d) For any reimbursement of Cardtronics Delaware and/or the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of Cardtronics Delaware and/or the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement due to the material noncompliance of Cardtronics Delaware and/or the Company, as a result of the misconduct of Indemnitee, with any financial reporting requirement under the securities laws pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or the payment to Cardtronics Delaware and/or the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act and indemnification therefor is prohibited by such laws. (e) Where payment is expressly prohibited by law. (f) Indemnification or advancement of any Expenses and/or Liabilities (including, for the avoidance of doubt, Indemnifiable Amounts) under this Deed with respect of any liability of Indemnitee to pay: (i) fines imposed in criminal proceedings; and/or (ii) sums payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising). (g) Indemnification or advancement of any Expenses and/or Liabilities (including, for the avoidance of doubt, Indemnifiable Amounts) under this Deed with respect of any liability of Indemnitee: (i) in defending criminal proceedings in which he or she is convicted; (ii) in defending any civil proceedings brought by the Company or an Associated Company of the Company in which judgment is given against him or her; and/or (iii) in connection with any application under Section 661(3) or (4) CA 2006 or Section 1157 CA 2006 in which the court refuses to grant the director relief, and references to a conviction, judgment or refusal of relief are to the final decision in the proceedings which shall be determined in accordance with Section 234(5) CA 2006. (h) For which payment has been actually made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision. (i) Except as provided in Section 11, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its Associated Companies or their directors, officers, employees or other indemnitees, unless (i) the board of directors authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) with respect to conduct in the Independent Director Indemnitee's "official capacity" (as such term is defined in T.C.A. ss.48-18-501) with the Company, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in the Independent Director best interests of the Company, (ii) with respect to conduct not in the individual's "official capacity" with the Company, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, (iiiii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper personal benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnification shall not be entitled provided to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested a Covered Person under Section 7(a) and 6.4 if it has shall have been finally adjudicated finally in a decision on the merits by a the court or arbitral other body of competent jurisdiction that, in connection with the subject of the Proceeding out of before which the claim for indemnification has arisen, proceeding was brought that such Covered Person (i) the Independent Director failed to did not act in good faith and in a manner the Independent Director reasonably believed to be reasonable belief that such Covered Person's action was in or not opposed to the best interests of the CompanyTrust or (ii) is liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office (either and both of the conduct described in (i) and (ii) being referred to hereafter as "Disabling Conduct"). As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without a final adjudication in a decision on the merits that such Covered Person is liable by reason of Disabling Conduct, indemnification shall be provided if there has been (i) a determination by the court or other body before which the proceeding was brought that the Covered Person was not liable by reason of Disabling Conduct, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawfula dismissal of a court action or any administrative or other proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the Independent Director’s conduct constituted willful misconductreadily available facts (as opposed to a full trial-type inquiry), fraud that the Covered Person was not liable by reason of Disabling Conduct either by a vote a majority of a quorum of disinterested Trustees who are not parties to the proceeding, or knowing violation by an independent legal counsel in a written opinion. Approval by the Trustees or by independent legal counsel of law, then indemnification as to any matter disposed of by a compromise payment by the Independent Director Covered Person shall not be entitled prevent the recovery from the covered Person of any amount paid to such Covered Person as indemnification for such payment of Indemnifiable Amounts hereunder. (b) If indemnification or for any other expenses if such Covered Person is requested under Section 7(b) and (i) it has been subsequently adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests liable by reason of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterDisabling Conduct.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the followingProceeding out of which Indemnitee’s claim for indemnification has arisen, as follows: (a) Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 7(a3(a) and it has been finally adjudicated finally by a court or arbitral body the Court of competent jurisdiction Chancery of the State of Delaware that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisensuch specific claim, issue or matter, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or, with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) Proceedings By or In the Right of the Company. If indemnification is requested under Section 7(b3(b) and (i) it has been finally adjudicated finally by a court or arbitral body the Court of competent jurisdiction Chancery of the State of Delaware that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisensuch specific claim, the Independent Director issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated finally by a court or arbitral body the Court of competent jurisdiction Chancery of the State of Delaware that the Independent Director Indemnitee is liable to the Company with respect to any such specific claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the Court of Chancery of the State of Delaware or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by the Court of Chancery of the State of Delaware that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the followingProceeding out of which Indemnitee's claim for indemnification has arisen, as follows: (a) If indemnification is requested under Section 7(aPROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF THE COMPANY. IF INDEMNIFICATION IS REQUESTED UNDER SECTION 3(A) and AND IT HAS BEEN FINALLY ADJUDICATED BY A COURT OF COMPETENT JURISDICTION THAT, IN CONNECTION WITH SUCH SPECIFIC CLAIM, ISSUE OR MATTER, INDEMNITEE FAILED TO ACT (I) IN GOOD FAITH AND (II) IN A MANNER INDEMNITEE REASONABLY BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF THE COMPANY, OR, WITH RESPECT TO ANY CRIMINAL PROCEEDING, INDEMNITEE HAD REASONABLE CAUSE TO BELIEVE THAT INDEMNITEE'S CONDUCT WAS UNLAWFUL, INDEMNITEE SHALL NOT BE ENTITLED TO PAYMENT OF INDEMNIFIABLE AMOUNTS HEREUNDER. (b) PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. IF INDEMNIFICATION IS REQUESTED UNDER SECTION 3(b) AND: (i) it has been finally adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisensuch specific claim, (i) the Independent Director issue or matter, Indemnitee failed to act act: (A) in good faith faith; and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any such specific claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Exceptions to Indemnification. Director The Indemnitee shall be entitled to indemnification under Sections 7(aSection 3, provided, however, that the Company shall not indemnify or advance Expenses to Indemnitee with respect to any act, event or circumstance with respect to which it is prohibited to do so under applicable law (including the Companies Law) and 7(b) above or the Articles. Further the indemnity in all circumstances other than Section 3 shall not apply to any liability incurred by the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee (i) in defending any criminal action or proceeding in which the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed Indemnitee is convicted, except to the best interests of extent it is determined by the CompanyBoard, (ii) in its reasonable opinion, that the Independent Director Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct action was unlawful, or lawful; (ii) in connection with any application pursuant to section 212 of the Companies Law (a “Relevant Application”) in which the court refuses to grant the Indemnitee relief; (iii) in the Independent Director’s conduct constituted willful misconductevent that the liability incurred by the Indemnitee is, in the reasonable opinion of the Board, a result of fraud or knowing violation wilful misconduct by the Indemnitee; or (iv) in connection with any Proceeding (or any part of lawany Proceeding) initiated by Indemnitee, then including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Independent Director shall not be entitled Company or its directors, officers, employees or other indemnitees, unless (a) the Board authorized the Proceeding (or any part of any Proceeding) prior to payment of Indemnifiable Amounts hereunder. its initiation or (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction thatthe Company provides the indemnification, in connection with the subject of the Proceeding out of which the claim for indemnification has arisenits sole discretion, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed pursuant to the best interests of powers vested in the Company, including without limitation, Company under applicable law and the breach of Articles. The Company and the Indemnitee acknowledge and agree that nothing in this Section 4 hereof by shall preclude the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to Indemnitee from making claims against the Company with respect to any claim, issue or matter involved in enforce the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterIndemnitee’s rights under this Agreement.

Exceptions to Indemnification. Director Indemnification shall not be entitled ----------------------------- provided to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested a Covered Person under Section 7(a) and 6.4 if it has shall have been finally adjudicated finally in a decision on the merits by a the court or arbitral other body of competent jurisdiction that, in connection with the subject of the Proceeding out of before which the claim for indemnification has arisen, proceeding was brought that such Covered Person (i) the Independent Director failed to did not act in good faith and in a manner the Independent Director reasonably believed to be reasonable belief that such Covered Person's action was in or not opposed to the best interests of the CompanyTrust or (ii) is liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office (either and both of the conduct described in (i) and (ii) being referred to hereafter as "Disabling Conduct"). As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without a final adjudication in a decision on the merits that such Covered Person is liable by reason of Disabling Conduct, indemnification shall be provided if there has been (i) a determination by the court or other body before which the proceeding was brought that the Covered Person was not liable by reason of Disabling Conduct, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawfula dismissal of a court action or any administrative or other proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the Independent Director’s conduct constituted willful misconductfacts, fraud that the Covered Person was not liable by reason of Disabling Conduct either by a vote of a majority of a quorum of disinterested Trustees who are not parties to the proceeding, or knowing violation by an independent legal counsel in a written opinion. Approval by the Trustees or by independent legal counsel of law, then indemnification as to any matter disposed of by a compromise payment by the Independent Director Covered Person shall not be entitled prevent the recovery from the Covered Person of any amount paid to such Covered Person as indemnification for such payment of Indemnifiable Amounts hereunder. (b) If indemnification or for any other expenses if such Covered Person is requested under Section 7(b) and (i) it has been subsequently adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests liable by reason of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterDisabling Conduct.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, (ii) the Independent Director with respect to any criminal action or Proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, (i) in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and/or indemnification is against public policy, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or; (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper personal benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper; or (iii) Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or; (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper personal benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or; (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper personal benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or the relevant Entity, (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or the relevant Entity, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company or the relevant Entity with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.the

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company with respect to which Indemnitee’s Corporate Status has given rise to a claim against Indemnitee (the “Relevant Company”), (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder; or (ii) the subject of the Proceeding out of which the claim for indemnification has arisen (A) relates to or is in connection with any matter relating to that certain Agreement and Plan of Merger, dated March 31, 2008, by and among the Company, Evgeni, Inc., Xxxxxx LLC and Ansoft Corporation (the “Merger Agreement”) and (B) relates to or is in connection with any actions taken by, or matters relating to, Indemnitee in any capacity other than as a director or officer of the Company, provided, however, that nothing herein shall limit any indemnification provided pursuant to the Merger Agreement. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Relevant Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or; (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Relevant Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit personal benefit, no Indemnifiable Expenses shall be paid with respect to such claim, issue or improperly took advantage matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a corporate opportunitycourt of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the Independent Director rules and regulations promulgated thereunder and amendments thereto or successor provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterhereunder.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company with respect to which Indemnitee’s Corporate Status has given rise to a claim against Indemnitee (the “Relevant Company”), (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder; or (ii) the subject of the Proceeding out of which the claim for indemnification has arisen (A) relates to or is in connection with any matter relating to that certain Agreement and Plan of Merger, dated February 15, 2006, by and among the Company, ANSYS XL, LLC, BEN I, Inc., XXXXX II, Inc., Heat Holdings Corp., Aavid Thermal Technologies, Inc., XXXX III, Inc., Fluent Inc. and the Principal Stockholders and Stockholders’ Representative named therein (the “Merger Agreement”) and (B) relates to or is in connection with any actions taken by, or matters relating to, Indemnitee in any capacity other than as a Director of the Company. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Relevant Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or; (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Relevant Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit personal benefit, no Indemnifiable Expenses shall be paid with respect to such claim, issue or improperly took advantage matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a corporate opportunitycourt of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the Independent Director rules and regulations promulgated thereunder and amendments thereto or successor provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterhereunder.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper. (c) Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: (i) To indemnify or advance Expenses to the Indemnitee with respect to Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, EXCEPT with respect to Proceedings specifically authorized by the Board or brought to

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or the relevant Entity, (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or the relevant Entity, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.or

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(aSection 3(a) and 7(bSection 3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director reasonably Indemnitee believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or. (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court of competent jurisdiction in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director The Company shall not be entitled liable under this Agreement to indemnification pay any amount or otherwise be obligated under Sections 7(a) and 7(b) above in all circumstances other than the followingthis Agreement: (a) If To indemnify or advance funds to Indemnitee for Expenses with respect to Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification is requested under Section 7(a) and it has been adjudicated finally this Agreement, but such indemnification or advancement of Expenses may be provided by a court or arbitral body the Company in specific cases if the Board of competent jurisdiction that, in connection with the subject Directors of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed Company determines it to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder.appropriate; (b) If indemnification To indemnify Indemnitee for any Expenses or Assessed Amounts in any Proceeding for which payment is requested actually made to Indemnitee under Section 7(b) anda valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance policy; (ic) it To indemnify Indemnitee for any Expenses or Assessed Amounts in any Proceeding to the extent Indemnitee has been adjudicated finally otherwise actually received payment (under an insurance policy or otherwise) of amounts otherwise indemnified or payable hereunder; (d) To indemnify Indemnitee for any Expenses or Assessed Amounts in any Proceeding for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal or state statute; (e) To indemnify Indemnitee for any Expenses or Assessed Amounts in any Proceeding on account of Indemnitee’s conduct which is determined by a final judgment or other final adjudication by a court having jurisdiction in the matter to have been knowingly fraudulent, deliberately dishonest or arbitral body a result of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunderwillful misconduct; or (iif) it has been adjudicated finally If a final judgment or other final adjudication by a court or arbitral body of competent having jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for matter finally determines that indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall hereunder is not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterpermitted by law.

Exceptions to Indemnification. Director Indemnitee shall be entitled to the indemnification under provided in Sections 7(a3(a) and 7(b3(b) above in all circumstances permitted by applicable law other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and: (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(aSection 3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it It has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it It has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper. (c) The Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines ERISA excise taxes and penalties, and amounts paid in settlement) for which payment is actually made to or on behalf of Indemnitee under a valid and collectible insurance policy of D&O Insurance, or under a valid and enforceable indemnity clause, by-law or agreement.

Exceptions to Indemnification. Director 4.1 Indemnitee shall be entitled to indemnification under Sections 7(a3.1(a) and 7(b3.1(b) above in all circumstances circumstances, to the maximum extent permitted under all applicable laws, other than the following: (a) If indemnification is requested under Section 7(a3.1(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith (such as acting out of fraud or dishonest) and (ii) in a manner the Independent Director reasonably believed to be in or not opposed to consistent with the best interests of the CompanyGroup and, (ii) the Independent Director had reasonable cause with respect to believe that the Independent Director’s conduct was unlawfulany criminal action or proceeding, Indemnitee has been finally adjudicated by a court of competent jurisdiction to be guilty of any crime or (iii) the Independent Director’s conduct constituted willful misconductoffense, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of the Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3.1(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act (A) in good faith and (B) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyGroup, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or; (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company or any other Group Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the court of law or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper; (c) If indemnification is requested and it has been adjudicated finally by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Indemnitee has acted or omitted to act in violation of applicable laws; or (d) If Proceedings were initiated or brought voluntarily by the Indemnitee and are not in connection with any matter contemplated under this Agreement. For the avoidance of doubt, Proceedings which shall be deemed not to fall within this Section 4.1(d) include, without limitation the following: (i) Proceedings which were initiated or brought to establish or to enforce a right of indemnification and/or advancement of Indemnifiable Expenses under this Deed or the Transaction Documents (as defined in the Share Subscription Agreement), any insurance policy, the constitutional documents of the Group Companies, or at law, (ii) if the Board has approved the initiation or bringing of Proceedings, (iii) Proceedings which were initiated or brought to establish any other Claims, counter-Claims or affirmative defenses in connection with any Proceedings initiated against the Indemnitee, and (iv) Proceedings which were initiated or brought in order to obtain a release of the Indemnitee or otherwise with a view to establishing no fault or culpability of, or liability to, the Indemnitee.

Exceptions to Indemnification. Director Notwithstanding the provisions of ------------------------------- Sections 2.1, 2.2 and 2.5 hereof, the Company shall not be entitled obligated to indemnification under Sections 7(a) indemnify or save harmless the Trustee against and 7(b) above in all circumstances other than the followingfrom any Claim or Costs or make an Expense Advance: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by if, in respect thereof, a court or arbitral body of competent jurisdiction thatdetermines, in connection with which determination is not subject to any subsequent appeals, that the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Trustee failed to act honestly and in good faith and in with a manner the Independent Director reasonably believed to be in or not opposed view to the best interests of the Company; (b) arising out of any criminal conviction of the Trustee if the Trustee pleaded guilty or was found guilty by a court of competent jurisdiction, (ii) which finding is not subject to any subsequent appeals by the Independent Director Trustee, other than in the case of a criminal proceeding in respect of which the Trustee had no reasonable cause to believe that the Independent Director’s his conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder.; (bc) If indemnification arising out of a determination by a court of competent jurisdiction, which determination is requested under Section 7(b) and not subject to any subsequent appeals, that: (i) it has been adjudicated finally by a court the Trustee failed to disclose his interest or arbitral body conflicts as required under the Washington Business Corporation Act - Title 23B of competent jurisdiction thatthe Revised Code of Washington, as amended (the "RCW"); or (ii) the Company is not permitted to indemnify the Trustee as provided in RCW 23B.08.510(4); (d) in connection with the subject any liability under Section 16(b) of the Proceeding out Securities Exchange Act of which the claim 1934, as amended, or under United States federal or state securities laws for indemnification has arisen"ixxxxxx xxxxxxx"; (e) if, in respect thereof, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in Expense Advance, or not opposed any other advance to the best interests of the CompanyTrustee under this Agreement, including without limitation, the breach of Section 4 hereof is prohibited by the Independent DirectorSxxxxxxx-Xxxxx Act of 2002, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunderas amended; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Indemnitee shall be entitled to the indemnification under Sections 7(a) and 7(b) above provided in Section 3 of this Agreement in all circumstances other than the following: (a) If indemnification is requested sought by Indemnitee under Section 7(a) 3 of this Agreement and it has been adjudicated finally by a court or arbitral body of competent jurisdiction evidenced by a final non-appealable order that, in connection with the subject of the any Proceeding or any claim, issue or matter involved in any Proceeding out of which the claim for indemnification under this Agreement has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or (ii) the Independent Director with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment indemnification of Indemnifiable Amounts hereunder.under this Agreement with respect to such Proceeding or such claim, issue or matter, as applicable; (b) If indemnification is requested sought by Indemnitee under Section 7(b) and (i) 3 of this Agreement and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, evidenced by a final non-appealable order that Indemnitee is liable to the Company with respect to any Proceeding by or in connection with the subject right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status or any claim, issue or matter involved in any such Proceeding out of which the claim for indemnification under this Agreement has arisen, Indemnitee shall not be entitled to Indemnifiable Amounts under this Agreement with respect to such Proceeding or such claim, issue or matter, as applicable, unless the Independent Director failed Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to act indemnity for such Indemnifiable Amounts which the Court of Chancery or such other court shall deem proper; and (c) If indemnification is sought by Indemnitee under Section 3 of this Agreement and the Company reasonably determines that indemnification of Indemnitee would violate the securities laws of the United States. For purposes of this Section 4, including, without limitation and to the fullest extent permitted by applicable law, in the court adjudication contemplated by this Section 4, Indemnitee shall be deemed to have acted in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, includingcriminal Proceeding, without limitationreasonable cause to believe that Indemnitee’s conduct was unlawful, a claim that if Indemnitee’s act or omission is based, in good faith, upon (i) the Independent Director received an improper benefit records of the Company, (ii) such information, opinions, reports or improperly took advantage of a corporate opportunitystatements presented to the Company, the Independent Director Board of Directors or any committee of the Board of Directors by any of the Company’s officers, employees, directors, other committees of the Board of Directors, legal counsel, professional advisors, experts or any other person as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, and/or (iii) such information, opinions, reports or statements presented to an Entity for which Indemnitee has Corporate Status or such Entity’s officers, employees, directors, committees of such Entity’s board of directors, managers, general partners, trustees, legal counsel, professional advisors, experts or any other person as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of such Entity. The provisions of this paragraph shall not be entitled deemed to payment be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of Indemnifiable Expenses hereunder with respect to such claim, issue or matterconduct set forth in this Agreement.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, (ii) the Independent Director with respect to any criminal action or Proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, (i) in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and/or indemnification is against public policy, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or; (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper personal benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper; or (iii) Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Exceptions to Indemnification. Director Subject to Section 20 below, Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court with respect to each and every specific claim, issue or arbitral body of competent jurisdiction that, matter involved in connection with the subject of the Proceeding out of which the Indemnitee’s claim for indemnification has arisen, except as follows: (a) the Company shall not indemnify an Indemnitee (i) by reason of such Indemnitee’s Corporate Status in respect of any claim, issue or matter asserted in a Proceeding by or in the right of the Company as to which the Indemnitee shall have been adjudged to be liable to the Company for an act or omission undertaken by such Indemnitee in such capacity with deliberate intent to cause injury to the Company or with reckless disregard for the best interests of the Company or (ii) in any Proceeding by or in the right of the Company in which the only liability is asserted pursuant to Section 1701.95 of the Ohio Revised Code against the Indemnitee, unless and only to the extent that the court of common pleas in the county in Ohio in which the principal office of the Company is located or the court in which a Proceeding is brought (each, a “Designated Court”) shall determine, upon application of either the Indemnitee or the Company, that, despite the adjudication or assertion of such liability, and in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to such indemnity as the Designated Court shall deem proper. In the event of any such determination by the Designated Court, the Company shall timely pay any indemnification determined by the Designated Court to be proper as contemplated by this Section 4(a); (b) a determination is made that such indemnification shall be denied or limited because (i) the Independent Director failed to Indemnitee did not act in good faith and in a manner which the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) and, with respect to any criminal Proceeding, the Independent Director Indemnitee had reasonable cause to believe that the Independent Directorsuch Indemnitee’s conduct was unlawful, or (iiiii) the Independent Director’s conduct constituted willful misconduct, fraud Indemnitee did not actually or knowing violation of law, then the Independent Director shall not be entitled to payment of reasonably incur an Indemnifiable Amounts hereunder.Amount; or (b) If indemnification is requested under Section 7(b) and (ic) it has been finally adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with that Indemnitee is liable to the subject Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Proceeding out Company pursuant to the provisions of which Section 16(b) of the claim for indemnification has arisenSecurities Exchange Act of 1934, the Independent Director failed to act in good faith rules and in a manner the Independent Director reasonably believed to be in regulations promulgated thereunder and amendments thereto or not opposed to the best interests similar provisions of the Companyany federal, including without limitationstate or local statutory law, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a) and 7(b) above Section 3 in all circumstances circumstances, other than the following: (a) If indemnification is requested under Section 7(a) 3 and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act (i) the Independent Director failed to act in good faith and (ii) in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, 3 in connection with any claim against the subject Indemnitee for an accounting of profits arising from the purchase or sale by Indemnitee of securities of the Proceeding out Company in violation of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests Section 16(b) of the CompanySecurities and Exchange Act of 1934, including without limitationas amended, the breach or any similar successor statute or similar provisions of Section 4 hereof by the Independent Director, the Independent Director state statutory law or common law. (c) Indemnitee shall not be entitled to payment indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of Indemnifiable Expenses hereunderthe Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or or (ii) it has been adjudicated finally the Proceeding was initiated by a court Indemnitee pursuant to Section 10 of this Agreement to enforce Indemnitee’s rights hereunder, or arbitral body of competent jurisdiction that (iii) the Independent Director is liable Company provides the indemnification, in its sole discretion, pursuant to the Company with respect to any claim, issue or matter involved powers vested in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterCompany under applicable law.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than to the followingextent that any such claim, issue or matter has arisen as a result of any of the following circumstances: (a) Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 7(a3(a) and it on account of conduct by Indemnitee where such conduct has been adjudicated finally determined by a final (not interlocutory) judgment or other court or arbitral arbitration or administrative body of competent jurisdiction that, as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing to have been knowingly fraudulent or constitute willful misconduct in connection with the subject of the Proceeding out of which the claim for indemnification has arisensuch specific claim, (i) the Independent Director failed issue or matter, or, with respect to act in good faith and in a manner the Independent Director reasonably believed to be in any criminal action or not opposed to the best interests of the Companyproceeding, (ii) the Independent Director Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) Proceedings By or In the Right of the Company. If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally determined by a final (not interlocutory) judgment or other court or arbitral arbitration or administrative body of competent jurisdiction that, as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing that the conduct by Indemnitee to have been knowingly fraudulent or constitute willful misconduct in connection with the subject of the Proceeding out of which the claim for indemnification has arisensuch specific claim, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in issue or not opposed to the best interests of the Companymatter, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses Amounts hereunder; or (ii) it has been adjudicated finally determined by a final (not interlocutory) judgment or other court or arbitral arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing that the Independent Director Indemnitee is liable to the Company with respect for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to any claim, issue or matter involved in the Proceeding out provisions of which Section 16(b) of the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage Securities Exchange Act of a corporate opportunity1934, the Independent Director shall not be entitled to payment rules and regulations promulgated thereunder and amendments thereto or similar provisions of Indemnifiable Expenses hereunder with respect to such claimany federal, issue state or matterlocal statutory law.

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: : (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s 's conduct was unlawful, or (iii) the Independent Director’s 's conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. . (b) If indemnification is requested under Section 7(b) and and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable oflndemnifiable Expenses hereunder; or or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification indemnifi. cation has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable lndemnifiable Expenses hereunder with respect to such claim, issue or matter.. 20820869.1 2Jn60-10001 4

Exceptions to Indemnification. Director Notwithstanding the provisions of ------------------------------- Sections 2.1, 2.2 and 2.5 hereof, the Company shall not be entitled obligated to indemnification under Sections 7(a) indemnify or save harmless the Trustee against and 7(b) above in all circumstances other than the followingfrom any Claim or Costs or make an Expense Advance: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by if, in respect thereof, a court or arbitral body of competent jurisdiction thatdetermines, in connection with which determination is not subject to any subsequent appeals, that the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Trustee failed to act honestly and in good faith and in with a manner the Independent Director reasonably believed to be in or not opposed view to the best interests of the Company; (b) arising out of any criminal conviction of the Trustee if the Trustee pleaded guilty or was found guilty by a court of competent jurisdiction, (ii) which finding is not subject to any subsequent appeals by the Independent Director Trustee, other than in the case of a criminal proceeding in respect of which the Trustee had no reasonable cause to believe that the Independent Director’s his conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder.; (bc) If indemnification arising out of a determination by a court of competent jurisdiction, which determination is requested under Section 7(b) and not subject to any subsequent appeals, that: (i) it has been adjudicated finally by a court the Trustee failed to disclose his interest or arbitral body conflicts as required under the Washington Business Corporation Act - Title 23B of competent jurisdiction thatthe Revised Code of Washington, as amended (the "RCW"); or (ii) the Company is not permitted to indemnify the Trustee as provided in RCW 23B.08.510(4); (d) in connection with the subject any liability under Section 16(b) of the Proceeding out Securities Exchange Act of which the claim 1934, as amended, or under United States federal or state securities laws for indemnification has arisen"ixxxxxx xxxxxxx"; (e) if, in respect thereof, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in Expense Advance, or not opposed any other advance to the best interests of the CompanyTrustee under this Agreement, including without limitation, the breach of Section 4 hereof is prohibited by the Independent DirectorSxxxxxxx -Xxxxx Act of 2002, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunderas amended; or (iif) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company in connection with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage settlement of a corporate opportunity, Claim effected without the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterCompany's written consent.

Exceptions to Indemnification. Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s 's conduct was unlawful, or (iii) the Independent Director’s 's conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(aSection 3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it It has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it It has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonable entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper. (c) The Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines ERISA excise taxes and penalties, and amounts paid in settlement) for which payment is actually made to or on behalf of Indemnitee under a valid and collectible insurance policy of D&O Insurance or under a valid and enforceable indemnity clause, by-law or agreement.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper personal benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a2(a) and 7(b2(b) above in all circumstances and with respect to all claims, issues and matters referred to therein other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any specific claim, issue or matter involved in the Proceeding out of which the Indemnitee's claim for indemnification has arisen, includingas follows: (a) Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 2(a) in a Proceeding other than by or in the right of the Company and it has been finally adjudicated by a court of competent jurisdiction that, without limitationin connection with such specific claim, issue or matter, Indemnitee (i) engaged in actions or omissions not in good faith or which involve intentional misconduct or a claim knowing violation of law; (ii) failed to act in a manner Indemnitee reasonably believed to be in the best interests of the Company in the case of conduct in Indemnitee's official capacity with the Company or at least reasonably believed to be not opposed to the best interests of the Company in all other cases; (iii) with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee's conduct was unlawful; (iv) improperly received a personal benefit; (v) breached his or her duty of loyalty to the Independent Director Company or its shareholders; or (vi) is liable under Tennessee Code Annotated ss. 48-18-304, Indemnitee shall not be entitled to paymxxx xx Xxdemnifiable Amounts hereunder with respect to such specific claim, issue or matter. (b) Proceedings By or In the Right of the Company. If indemnification is requested under Section 2(b) in a Proceeding by or in the right of the Company and (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee (A) engaged in actions or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (B) failed to act in a manner Indemnitee reasonably believed to be in the best interests of the Company in the case of conduct in Indemnitee's official capacity with the Company or at least reasonably believed to be not opposed to the best interests of the Company in all other cases; (C) with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee's conduct was unlawful; (D) improperly received an improper benefit a personal benefit; (E) breached his or improperly took advantage her duty of a corporate opportunityloyalty to the Company or its shareholders; or (F) is liable under Tennessee Code Annotated ss. 48-18-304, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder with respect to such specific claim, issue or matter; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder with respect to such specific claim, issue or matter; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, or if Indemnitee agrees by way of settlement or otherwise to pay any or all of such profits to the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder with respect to such profits.

Exceptions to Indemnification. Director Indemnitee shall be entitled to indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or, (ii) the Independent Director with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or; (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper personal benefit or improperly took advantage of a corporate opportunity, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or mattermatter unless the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law.

Exceptions to Indemnification. Director Notwithstanding the provisions of Sections 2.1, 2.2 and 2.5 hereof, the Company shall not be entitled obligated to indemnification under Sections 7(a) indemnify or save harmless the Indemnitee against and 7(b) above in all circumstances other than the followingfrom any Claim or Costs or make an Expense Advance: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by if, in respect thereof, a court or arbitral body of competent jurisdiction thatdetermines, in connection with which determination is not subject to any subsequent appeals, that the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act honestly and in good faith and in with a manner the Independent Director reasonably believed to be in or not opposed view to the best interests of the Company; (b) arising out of any criminal conviction of the Indemnitee if the Indemnitee pleaded guilty or was found guilty by a court of competent jurisdiction, (ii) which finding is not subject to any subsequent appeals by the Independent Director Indemnitee, other than in the case of a criminal proceeding in respect of which the Indemnitee had no reasonable cause to believe that the Independent Director’s his conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder.; (bc) If indemnification arising out of a determination by a court of competent jurisdiction, which determination is requested under Section 7(b) and not subject to any subsequent appeals, that: (i) it has been adjudicated finally by a court the Indemnitee failed to disclose his interest or arbitral body conflicts as required under the CBCA; or (ii) the Company is not permitted to indemnify the Indemnitee as provided in Subsection 124(3) of competent jurisdiction that, the CBCA; (d) in connection with the subject any liability under Section 57.2 of the Proceeding out Securities Act (British Columbia), as amended, for “ixxxxxx xxxxxxx” or “tipping” or the equivalent legislation in another applicable jurisdiction or any liability under Section 16(b) of which the claim for indemnification has arisenSecurities Exchange Act of 1934, the Independent Director failed to act as amended; (e) if, in good faith and in a manner the Independent Director reasonably believed to be in respect thereof, an Expense Advance, or not opposed any other advance to the best interests of the CompanyIndemnitee, including without limitation, the breach of Section 4 hereof is prohibited by the Independent DirectorSxxxxxxx-Xxxxx Act of 2002, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunderas amended, or under United States federal or state securities laws for “ixxxxxx xxxxxxx”; or (iif) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company in connection with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage settlement of a corporate opportunity, Claim effected without the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterCompany’s written consent.

Exceptions to Indemnification. Director Indemnitee shall be entitled to ----------------------------- indemnification under Sections 7(a3(a) and 7(b3(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a3(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany with respect to which Indemnitee's Corporate Status has given rise to a claim against Indemnitee, (ii) the Independent Director or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the Independent Director’s Indemnitee's conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indeninitee shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b3(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director Indemnitee received an improper benefit or improperly took advantage of a corporate opportunitypersonal benefit, the Independent Director shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or mattermatter unless the Superior Court or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions to Indemnification. Director Indemnification shall not ----------------------------- be entitled provided to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested a Covered Person under Section 7(a) and 6.4 if it has shall have been finally adjudicated finally in a decision on the merits by a the court or arbitral other body of competent jurisdiction that, in connection with the subject of the Proceeding out of before which the claim for indemnification has arisen, proceeding was brought that such Covered Person (i) the Independent Director failed to did not act in good faith and in a manner the Independent Director reasonably believed to be reasonable belief that such Covered Person's action was in or not opposed to the best interests of the CompanyTrust or (ii) is liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office (either and both of the conduct described in (i) and (ii) being referred to hereafter as "Disabling Conduct"). As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without a final adjudication in a decision on the merits that such Covered Person is liable by reason of Disabling Conduct, indemnification shall be provided if there has been (i) a determination by the court or other body before which the proceeding was brought that the Covered Person was not liable by reason of Disabling Conduct, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawfula dismissal of a court action or any administrative or other proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the Independent Director’s conduct constituted willful misconductfacts, fraud that the Covered Person was not liable by reason of Disabling Conduct either by a vote of a majority of a quorum of disinterested Trustees who are not parties to the proceeding, or knowing violation by an independent legal counsel in a written opinion. Approval by the Trustees or by independent legal counsel of law, then indemnification as to any matter disposed of by a compromise payment by the Independent Director Covered Person shall not be entitled prevent the recovery from the Covered Person of any amount paid to such Covered Person as indemnification for such payment of Indemnifiable Amounts hereunder. (b) If indemnification or for any other expenses if such Covered Person is requested under Section 7(b) and (i) it has been subsequently adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests liable by reason of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterDisabling Conduct.

Exceptions to Indemnification. Director Notwithstanding anything in this Agreement to the contrary, the Indemnitee shall not be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the followingthis Agreement : (a) If indemnification to the extent that payment is requested actually made to the Indemnitee under Section 7(aa valid, enforceable and collectible insurance policy; (b) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with a judicial action by or in the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests right of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation in respect of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved as to which the Indemnitee shall have been adjudicated by final judgment in a court of law to be liable for gross negligence or willful misconduct in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper; (c) in connection with any Proceeding initiated by the Indemnitee against the Company, any other Group Member or any director or officer of the Company, and not by way of defense, unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights as contemplated by Section 10 herein. (d) for a disgorgement of profits made from the purchase and sale by the Indemnitee of securities pursuant to Section 16(b) of the Exchange Act, or similar provisions of any applicable U.S. state statutory law or common law or foreign law; (e) brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Indemnitee shall be protected under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent and (iii) which acts were material to the cause of action so adjudicated; (f) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity; (g) arising out of which the claim for indemnification has arisen, including, without limitation, a claim that Indemnitee’s breach of an employment agreement with the Independent Director received an improper benefit Company (if any) or improperly took advantage any other agreement with the Company or any other Group Member; or (h) arising out of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or Indeminitee’s personal tax matter.

Exceptions to Indemnification. Director Indemnitee shall be entitled to the indemnification under Sections 7(a) and 7(b) provided in Section 3 above in all circumstances other than the following: (a) If indemnification is requested sought by Indemnitee under Section 7(a) 3 and it has been adjudicated finally by a court or arbitral body of competent jurisdiction evidenced by a final nonappealable order that, in connection with the subject of the any Proceeding or any claim, issue or matter involved in any Proceeding out of which the claim for indemnification hereunder has arisen, (i) the Independent Director Indemnitee failed to act in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director or with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that the Independent DirectorIndemnitee’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director Indemnitee shall not be entitled to payment indemnification of Indemnifiable Amounts hereunder.hereunder with respect to such Proceeding or such claim, issue or matter, as applicable; (b) If indemnification is requested sought by Indemnitee under Section 7(b) and (i) 3 and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, evidenced by a final nonappealable order that Indemnitee is liable to the Company with respect to any Proceeding by or in connection with the subject right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status or any claim, issue or matter involved in any such Proceeding out of which the claim for indemnification hereunder has arisen, Indemnitee shall not be entitled to Indemnifiable Expense hereunder with respect to such Proceeding or such claim, issue or matter, as applicable, unless the Independent Director failed Court of Chancery (as defined below) or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to act indemnity for such Indemnifiable Expenses which the Court of Chancery or such other court shall deem proper; and (c) If indemnification is sought by Indemnitee under Section 3 and the Company reasonably determines that indemnification of Indemnitee would violate the securities laws of the United States. For purposes of this Section 4, including, without limitation and to the fullest extent permitted by law, the court adjudication contemplated hereby, Indemnitee shall be deemed to have acted in good faith and in a manner the Independent Director Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, includingcriminal Proceeding, without limitationreasonable cause to believe that Indemnitee’s conduct was unlawful, a claim that if Indemnitee’s act or omission is based, in good faith, upon (i) the Independent Director received records of the Company, (ii) such information, opinions, reports or statements presented to the Company or its Board of Directors by any of the Company’s officers, employees, directors, committees of the Company’s Board of Directors, legal counsel, professional advisors, experts or any other person as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, and (iii) such information, opinions, reports or statements presented to an improper benefit Entity for which Indemnitee has Corporate Status or improperly took advantage such Entity’s officers, employees, directors, committees of a corporate opportunitysuch Entity’s Board of Directors, the Independent Director shall not be entitled legal counsel, professional advisors, experts or any other person as to payment matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of Indemnifiable Expenses hereunder with respect to such claim, issue or matterEntity.

Exceptions to Indemnification. Director Notwithstanding any provision herein to the contrary, the Company shall not be entitled obligated pursuant to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the followingterms of this Agreement: (a) If To indemnify or advance Expenses to the Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense (except with respect to Proceedings brought to establish or enforce a right to indemnification is requested under this Agreement, Section 7(a317, or any other statute or law), but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate; or (b) and it To indemnify the Indemnitee for any Expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or (c) To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding unless the Company consents in writing to such settlement (which consent shall not be unreasonably delayed or withheld); or (d) To indemnify the Indemnitee on account of any Proceeding which results in a final judgment, or agreement by the Indemnitee, that the Indemnitee must account for profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any federal, state or local statute; or (e) To indemnify Indemnitee with respect to proceedings brought by or in the name of the Company for amounts that Indemnitee has been adjudicated finally adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company for any matter specified in Section 204(a)(10) of the California Corporations Code, or arbitral body for amounts paid in settlement to the Company, unless and only to the extent that any court in which such Proceeding is brought or other court of competent jurisdiction determines upon application that, in connection with view of all the subject circumstances of the Proceeding out of which case, the claim Indemnitee is fairly and reasonably entitled to indemnity for indemnification has arisen, such Expenses as the court shall deem proper; or (f) To indemnify Indemnitee for (i) any reimbursement of the Independent Director failed to act Company by Indemnitee of any bonus or incentive-based or equity-based compensation or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in good faith each case under the Exchange Act, including any such reimbursements under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), or Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act in a manner the Independent Director reasonably believed to be in or not opposed to the best interests connection with an accounting restatement of the Company, (ii) the Independent Director had reasonable cause payment to believe that the Independent Director’s conduct was unlawfulCompany of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act, or (iii) amounts for which the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall Indemnitee may not be entitled indemnified pursuant to payment Section 410(a) of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunderERISA; or (iig) it has been adjudicated finally by If a court or arbitral body of competent jurisdiction shall determine in a final adjudication not subject to further appeal that the Independent Director any indemnification hereunder is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matterprohibited by law.