Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. Section 1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article.

Indemnification of Directors and Officers. Section 17.1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 27.2. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 37.3. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him or her in connection therewith. Section 47.4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) By the stockholders. Section 57.5. Expenses (including attorneys' ’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' ’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 67.6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 77.7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 87.8. For purposes of this Article, references to "“the Corporation" ” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 97.9. For purposes of this Article, references to "“other enterprises" ” shall include employee benefit plans; references to "“fines" ” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "“serving at the request of the Corporation" ” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "“not opposed to the best interests of the Corporation" ” as referred to in this Article. 7.10. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 7.11. No director or officer of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director’s or the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director or officer derived an improper personal benefit.

Indemnification of Directors and Officers. The Company is a U.S. Virgin Islands Corporation. Section 1. The 67a of the Virgin Islands Code (General Corporation shall Law) (“Section 67a”) permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporationcorporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted (1) in good faith; and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, (2) with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. Section 67a also permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporationcorporation. However, andno indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Any indemnification described above (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he had met the applicable standard of conduct set forth above. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the stockholders. A corporation may also purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of Section 67a. Article X of the Company’s by-laws provide that any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he or she is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall (in the case of any such Director or officer of the Company) and may (in the case of any such other director or officer or any such employee or agent) be indemnified by the Company against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 2. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) the foregoing provisions shall be made by the Corporation Company only as authorized in the specific case upon a determination that indemnification of the a director, officer, employee or agent is proper in the circumstances because he has or she had met the applicable standard of conduct set forth in such sectionabove. Such determination shall be made: (a) By made by the Board of Directors by a majority vote of a quorum consisting of directors Directors who were not parties to such action, suit or proceedingproceedings, or (b) If or if such a quorum is not obtainable, or, or even if obtainable a and the quorum of disinterested directors Directors so directs, by independent legal counsel in a written legal opinion, or (c) By or by the stockholders. Section 5shareholders. For purposes of the preceding sentence, unless such counsel renders such an opinion to the effect that such indemnification is not proper in the circumstances, then such counsel shall be deemed to have rendered such an opinion to the effect that such indemnification is proper in the circumstances. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative a civil or investigative criminal action, suit or proceeding shall (in the case of any Director or officer of the Company) and may (in the case of any such other director or officer or any such employee or agent) be paid by the Corporation Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of such director the Director, officer, employee or officer agent to repay such amount if amounts unless it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation Company as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6herein authorized. The indemnification and advancement of expenses herein provided by, or granted pursuant to the other sections of by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders shareholders or disinterested directors Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Section 7, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. The Corporation shall have power to Company may purchase and maintain insurance on behalf of any person who is or was a directorDirector, officer, employee or agent of the Corporation, Company or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another Corporationcorporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him or her in any such capacity, capacity or arising out of his or her status as such, whether or not the Corporation Company would have the power to indemnify him or her against such liability under the provisions of this Article. Section 8above set forth. For purposes of this Article, references to "“the Corporation" Company” shall include, in addition to the resulting Corporationcorporation, any constituent Corporation corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer officer, employee or agent of such constituent Corporationcorporation, or is or was serving at the request of such constituent Corporation corporation as a director, officer, employee or agent of another Corporationcorporation, partnership, joint venture, venture trust or other enterprise, shall stand in the same position under the provisions of this Article Section with respect to the resulting or surviving Corporation corporation as he or she would have with respect to such constituent Corporation of corporation if its separate existence had continued. Section 9. For purposes The amount of this Article, references indemnity to "other enterprises" shall include employee benefit plans; references to "fines" shall include which any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent may be entitled shall be fixed by majority vote of the Corporation Board of Directors. In any case in which imposes duties onthere is less than a quorum, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and then said amount of indemnity shall be fixed by the vote of a person who acted in good faith and in a manner he reasonably believed to be in the interest majority of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in Directors although less than a manner "not opposed to the best interests of the Corporation" as referred to in this Articlequorum.

Indemnification of Directors and Officers. Section 1. 6.1 The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedingproceedings, had reasonable cause to believe that his conduct was unlawful. Section 2. 6.2 The Corporation shall indemnify any person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another Corporationcorporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 4. 6.3 Any indemnification under sections 1 or 2 of this Article 6 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such sectionSection 6.1 or Section 6.2 of this Article 6, as the case may be. Such determination shall be made: made (ai) By by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or or (bii) If if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or or (ciii) By by the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civilTo the extent, criminalhowever, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case. Section 6.4 For purposes of any determination under this Article 6, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the agent. The provisions of this Article. Section 8. For purposes of this Article, references 6.4 shall not be deemed to "be exclusive or to limit in any way the Corporation" shall include, circumstances in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on which a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall may be deemed to have acted met the applicable standard of conduct set forth in a manner "not opposed to Sections 6.1 or 6.2 of this Article 6, as the best interests of the Corporation" as referred to in this Articlecase may be.

Indemnification of Directors and Officers. The Company is incorporated under the laws of the State of Delaware. Section 1102(b)(7) of the Delaware General Corporation Law permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law, which relates to unlawful payment of dividends and unlawful stock purchases and redemptions; or (iv) for any transaction from which the director derived an improper personal benefit. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Section 145 of the Delaware General Corporation shall Law further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145 of the Delaware General Corporation Law. Our certificate of incorporation provides that any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action whether or not by or in the right of the Corporationcompany) by reason of the fact that he is or was a director, officer, incorporator, employee or agent of the Corporationcompany, or is or was serving at the request of the Corporation company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officerincorporator, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporationcompany, partnership, joint venture, trust or other enterprise, shall stand in be entitled to be indemnified by the same position under this Article with respect company to the resulting full extent then permitted by law or surviving Corporation to the extent that a court of competent jurisdiction shall deem proper or permissible under the circumstance, whichever is greater, against expenses (including attorneys’ fees), judgments, fines and amount paid in settlement incurred by such person in connection with such action, suit or proceeding. Such right of indemnification shall inure whether or not the claim asserted is based on matters which pre-date the company’s adoption of the indemnification provisions in its certificate of incorporation. Furthermore, such right of indemnification will continue as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect who has ceased to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as be a director, officer, incorporator, employee or agent and will inure to the benefit of the Corporation which imposes duties onheirs and personal representatives of such person. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or involves services byperson controlling us, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be we have been informed that in the interest opinion of the participants Securities and beneficiaries of an employee benefit plan shall be deemed to have acted Exchange Commission such indemnification is against public policy as expressed in a manner "not opposed to the best interests of the Corporation" as referred to in this Articleact and is therefore unenforceable.

Indemnification of Directors and Officers. Section 1. 23.1 The Corporation shall indemnify indemnify, to the fullest extent permitted by Pennsylvania law and federal law, any person director, officer and/or employee, or any former director, officer and/or employee, who was or is a party to, or is threatened to be made a party to, or who is called to be a witness in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he such person is or was a director, officer, officer and /or employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporationCorporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, conviction or upon a plea of nolo contendere or its equivalent, shall not, not of itself, itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in in, or not opposed to to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. 23.2 The Corporation shall indemnify indemnify, to the fullest extent permitted by Pennsylvania law and federal law, any person director, officer and/or employee, who was or is a partyparty to, or is threatened by to be made a party to to, or who is called as a witness in connection with any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, officer and/or employee or agent of another Corporation, partnership, joint ventureventure , trust or other enterprise against amounts paid in settlement and expenses (including attorneys' attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of of, or serving as a witness in, such action or suit if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Corporation and except that no indemnification shall be made in respect of any such claim, issue or matter as to which such person shall have been adjudged to be liable for misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem properCorporation. Section 3. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or 23.3 Except as may be otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) , there shall be made by a presumption that any director, officer and/or employee is entitled to indemnification as provided in Sections 23.1 and 23.2 of this Article unless either a majority of the directors who are not involved in such proceedings (“disinterested directors”) or, if there are less than three (3) disinterested directors, then the holders of one-third of the outstanding shares of the Corporation only as authorized determine that the person is not entitled to such presumption by certifying such determination in writing to the Secretary of the Corporation. In such event the disinterested director(s) or, in the specific case upon a determination that indemnification event of certification by shareholders, the Secretary of the directorCorporation shall request of independent counsel, officerwho may be the outside general counsel of the Corporation, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) By opinion as to whether or not the stockholdersparties involved are entitled to indemnification under Sections 23.1 and 23.2 of this Article. Section 5. 23.4 Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative a civil or investigative criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided under Section 23.3 of this Article upon receipt of an undertaking by or on behalf of such director or the director, officer and/or employee to repay such amount if unless it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriateArticle. Section 6. 23.5 The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of by this Article shall not be deemed exclusive of any other rights to which those a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders shareholders or disinterested directors directors, or otherwise, both as to action in his official capacity while serving as a director, officer and/or employee and as to action in another capacity while holding such office. Section 7. The Corporation , and shall have power continue as to purchase and maintain insurance on behalf of any a person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power has ceased to indemnify him against such liability under the provisions of this Article. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was be a director, officer and/or employee or agent and shall inure to the benefit of the heirs and personal representatives of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continuedperson. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article.

Indemnification of Directors and Officers. Section 17.1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 27.2. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 37.3. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Section 47.4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) By the stockholders. Section 57.5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 67.6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 77.7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 87.8. For purposes of this Article, references to "“the Corporation" ” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 97.9. For purposes of this Article, references to "“other enterprises" ” shall include employee benefit plans; references to "“fines" ” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "“serving at the request of the Corporation" ” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "“not opposed to the best interests of the Corporation" ” as referred to in this Article. 7.10. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 7.11. No director or officer of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director's or the officer's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction :from which the director or officer derived an improper personal benefit.

Indemnification of Directors and Officers. Section 1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he such person is or was a director, officer, employee director or agent officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him such person in connection with such action, suit or proceeding if he such person acted in good faith and in a manner he that such person reasonably believed to be in (or not opposed to in conflict with) the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his such conduct was unlawful; provided, however, that, except for proceedings to enforce rights to indemnification (following the final disposition of such action, suit or proceeding), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the such person did not act in good faith and in a manner which he that such person reasonably believed to be in (or not opposed to in conflict with) the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his such conduct was unlawful. Section 2. The Corporation shall indemnify any person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he such person is or was a director, officer, employee director or agent officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another Corporationcorporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' ’ fees) actually and reasonably incurred by him such person in connection with the defense or settlement of such action or suit if he such person acted in good faith and in a manner he that such person reasonably believed to be in (or not opposed to in conflict with) the best interests of the Corporation and except Corporation; provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought prosecuted shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which that the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee director or agent officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or and 2 of this ArticleArticle IX, or in defense of any claim, issue or matter therein, he then such person shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him such person in connection therewith, without the necessity of authorization by the Board of Directors or the stockholders in the specific case. Section 4. Any indemnification under sections Sections 1 or and 2 of this Article IX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee present or agent former director or officer is proper in the circumstances because he such person has met satisfied the applicable standard of conduct set forth in such sectionSections 1 and 2. Such determination shall be made: made (a) By by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or or (b) If if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by by, independent legal counsel in a written opinion, or or (c) By by the stockholdersstockholders by a majority vote. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any a civil, criminal, administrative or investigative action, suit or proceeding may shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such the director or officer to repay such amount if it shall be ultimately be determined that he such person is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriateArticle IX. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to to, the other sections of this Article IX shall not be deemed exclusive of in addition to any other rights to right which those seeking indemnification any person may have or advancement hereafter acquire under these By-laws, the Certificate of expenses may be entitled under Incorporation, any bylawstatute, agreement, vote of stockholders or disinterested directors directors, at common law or otherwise. Certain persons that are entitled to indemnification under this Article IX have certain rights to indemnification, both as advancement of expenses and/or insurance provided by stockholders of the Corporation and/or their affiliates (“Third Party Indemnitors”) or otherwise. The Corporation and its subsidiaries, jointly and severally, are the indemnitors of first resort (it being understood, for the avoidance of doubt, that the obligations of the Corporation hereunder to action any person entitled to indemnification and to the advancement of expenses under this Article IX (collectively with such each such person’s heirs, executors or administrators, the “Covered Persons”) are primary and any obligation of any Third Party Indemnitor to advance expenses or to provide indemnification (including, without limitation, through director and officer insurance policies) for the same expenses or liabilities incurred by the Covered Persons are secondary). The Corporation and its subsidiaries, jointly and severally, shall be required to advance the full amount of expenses incurred by such Covered Persons and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in his official capacity settlement to the extent legally permitted and as required by these By-laws (or any other agreement between the Corporation or any of its subsidiaries, on the one hand, and such Covered Persons, on the other hand), without regard to action any rights such Covered Persons may have against any Third Party Indemnitor. Each of the Corporation and its subsidiaries irrevocably waives, relinquishes and releases the Third Party Indemnitors from any and all claims against the Third Party Indemnitors for contribution, subrogation or any other recovery of any kind in another capacity while holding respect thereof. Each of the Corporation and its subsidiaries further agrees that no advancement or other payment by the Third Party Indemnitors on behalf of any Covered Person with respect to any claim for which such officeCovered Person has sought indemnification or advancement from the Corporation or any of its subsidiaries shall affect the foregoing and the Third Party Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or other payment to all of the rights of recovery of such Covered Person against such party. Each of the Corporation and its subsidiaries and the Covered Persons agree that the Third Party Indemnitors are express third party beneficiaries of this Section 6 of Article IX. Any person purchasing or otherwise acquiring any direct or indirect interest in any shares of capital stock shall be deemed to have notice of and consented to the provisions of this Article IX. Notwithstanding the foregoing, to the extent of any conflict between the terms of this Article IX and the provisions of the Certificate of Incorporation, the provisions of the Certificate of Incorporation shall control. Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee director or agent officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee director or agent officer of another Corporationcorporation, partnership, joint venture, trust or other enterprise against any liability asserted against him such person and incurred by him such person in any such capacity, or arising out of his such person’s status as such, whether or not the Corporation would have the power to indemnify him such person against such liability under the provisions of this ArticleArticle IX. Section 8. For the purposes of this ArticleArticle IX, references to "the “Corporation" shall include, in addition to the resulting Corporation, any ” include all constituent Corporation (including any constituent of a constituent) corporations or other enterprises absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees as well as the resulting or agents, surviving corporation so that any person who is or was a director, director or officer employee or agent of such a constituent Corporation, corporation or other enterprise or is or was serving at the request of such constituent Corporation corporation or enterprise as a director, officer, employee director or agent officer of another Corporationcorporation, partnership, joint venture, trust or other enterprise, enterprise shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving Corporation corporation or enterprise as he such person would have with respect to been in if such constituent Corporation of its separate existence person had continuedserved the resulting or surviving corporation or enterprise in the same capacity. Section 9. For purposes The indemnification and advancement of expenses provided by, or granted pursuant to, this Article, references Article IX shall continue as to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect who has ceased to any employee be a director or officer and shall inure to the benefit plan; of the heirs, executors and references administrators of such a person. Section 10. The Corporation may, to "serving at the request extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation and its subsidiaries similar to those conferred in this Article IX to directors and officers of the Corporation" . Section 11. Any repeal, alteration or amendment of this Article IX or adoption of any provision inconsistent herewith shall include not adversely affect any service as rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Corporation which imposes duties onor any other person entitled to the granted indemnification under this Article IX existing at the time of such repeal, alteration, adoption or involves services by, such director, officer, employee, or agent modification with respect to an employee benefit planany acts or omissions occurring immediately prior to such repeal, its participants alteration, modification, amendment, adoption or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Articlemodification.

Indemnification of Directors and Officers. Section 1. The Corporation Company shall indemnify indemnify, to the fullest extent permitted by the Act as the same exists or may hereafter be amended (but, in the case of any person such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment): (a) Any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action or suit by or in the right of the CorporationCompany) by reason of the fact that he is or was a director, officer, employee Director or agent officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employee director or agent officer of another corporation, LLC, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such actionsuit, suit action or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawfullawful. Section 2. The Corporation shall indemnify any person (b) Any Person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action action, suit or suit proceeding by or in the right of the Corporation Company to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee Director or agent officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employee director or agent officer of another Corporationcorporation, LLC, partnership, joint venture, trust or other enterprise enterprise, against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person Person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless Company unless, and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other the court shall deem proper. Section 3. (c) To the extent that a director, officer, employee Director or agent of the Corporation officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 paragraphs (a) or 2 of this Article(b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent Person may consult with legal counsel in a written opinion, or (c) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officersprofessional counsel, and employees or agents, so that any person who is or was a director, officer employee or agent of actions taken by such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted Person in good faith reliance on, and in a manner he reasonably believed to be in accordance with, the interest opinion or advice of the participants and beneficiaries of an employee benefit plan such counsel shall be deemed to have acted be fully protected and justified and made in a manner "not opposed to the best interests of the Corporation" as referred to in this Articlegood faith.

Indemnification of Directors and Officers. Section 1. The Corporation LLC shall indemnify indemnify, to the maximum extent permitted by the Act or other applicable law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the LLC to provide broader indemnification rights than the Act permitted the LLC to provide prior to such amendment): (a) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action or suit by or in the right of the CorporationLLC) by reason of the fact that he is or was a director, officer, employee Director or agent officer of the CorporationLLC, or is or was serving at the request of the Corporation LLC as a director, officer, employee director or agent officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such actionsuit, suit action or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CorporationLLC, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, LLC and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2lawful. The Corporation Notwithstanding the foregoing, the LLC shall indemnify any such person seeking indemnification in connection with an action, suit or proceeding initiated by such person only if the initiation and continued prosecution of such action, suit or proceeding was authorized by the Board of Directors. (b) Any person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation LLC to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee Director or agent officer of the CorporationLLC, or is or was serving at the request of the Corporation LLC as a director, officer, employee director or agent officer of another Corporationcorporation, partnership, joint venture, trust or other enterprise enterprise, against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation LLC and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless LLC unless, and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. (c) To the extent that a director, officer, employee Director or agent of the Corporation officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 paragraphs (a) or 2 of this Article(b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent person may consult with legal counsel in a written opinion, or (c) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officersprofessional counsel, and employees or agents, so that any actions taken by such person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith reliance on, and in a manner he reasonably believed to be in accordance with, the interest opinion or advice of the participants and beneficiaries of an employee benefit plan such counsel shall be deemed to have acted be fully protected and justified and made in a manner "not opposed to the best interests of the Corporation" as referred to in this Articlegood faith.

Indemnification of Directors and Officers. Section 1. (a) The Corporation corporation shall indemnify to the maximum extent permitted by law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporationcorporation) by reason of the fact that he or she is or was a director, officer, employee director or agent officer of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee director or agent officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporationcorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporationcorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 2. (b) The Corporation corporation shall indemnify to the maximum extent permitted by law any person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee director or agent officer of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee director or agent officer of another Corporationcorporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' ’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation corporation and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the such Court of Chancery or such other court shall deem proper. Section 3. (c) To the extent that a director, officer, employee director or agent officer of the Corporation has been corporation shall be successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Articleparagraphs (a) and (b), or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him or her in connection therewith. Section 4. (d) Any indemnification under sections 1 or 2 of this Article paragraphs (a) and (b) (unless ordered by a court) shall be made by the Corporation corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee director or agent officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such sectionparagraphs (a) and (b). Such determination shall be made: made (a1) By the Board of Directors by a majority vote of a quorum consisting of the directors who were are not parties to such action, suit or proceeding, or even though less than a quorum, or (b2) If if there are no such a quorum is not obtainabledirectors, or, even or if obtainable a quorum of disinterested such directors so directsdirect, by independent legal counsel in a written opinion, oror (3) by the stockholders. The corporation, acting through its Board of Directors or otherwise, shall cause such determination to be made if so requested by any person who is indemnifiable under this Article V. (ce) By the stockholders. Section 5. Expenses (including attorneys' ’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may shall be paid by the Corporation corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation corporation as authorized in this Section. Such expenses Article V. (including attorneys' feesf) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to to, the other sections paragraphs of this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Section 7. (g) The Corporation shall have power Board of Directors may authorize, by a vote of a majority of a quorum of the Board of Directors, the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee director or agent officer of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee director or agent officer of another Corporationcorporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation corporation would have the power to indemnify him or her against such liability under the provisions of this Article.Article V. Section 8. (h) For the purposes of this ArticleArticle V, references to "“the Corporation" corporation” shall include, in addition to the resulting Corporationcorporation, any constituent Corporation corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees directors or agents, officers so that any person who is or was a director, director or officer employee or agent of such constituent Corporationcorporation, or is or was serving at the request of such constituent Corporation corporation as a director, officer, employee director or agent officer of another Corporationcorporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving Corporation corporation as he or she would have with respect to such constituent Corporation of corporation if its separate existence had continued. Section 9. (i) For purposes of this Articlesection, references to "“other enterprises" ” shall include employee benefit plans; references to "“fines" ” shall include any excise taxes assessed on a person with respect to any an employee benefit plan; and references to "“serving at the request of the Corporation" corporation” shall include any service as a director, officer, employee director or agent officer of the Corporation corporation which imposes duties on, or involves services by, such director, officer, employee, director or agent officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "“not opposed to the best interests of the Corporation" corporation” as referred to in this Articlesection. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. (k) The corporation shall be required to indemnify a person in connection with an action, suit or proceeding (or part thereof) initiated by such person only if the action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the corporation.

Indemnification of Directors and Officers. Section 1. The Corporation shall MGCL requires a Maryland corporation (unless its charter provides otherwise, which the DLR charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any person who was proceeding to which he or she is a party made or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of his or her service in that capacity. Maryland law permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, INXN shall indemnify each current and former director who is conducting a defense against (threatening) claims or who is subject to (threatening) investigations based on acts or failures to act in the fact that he is exercise of his or was a director, officer, employee her duties or agent of the Corporationany other duties currently or previously performed by him or her at INXN’s request, or who is appearing in other legal proceedings in which he or was serving at the request of the Corporation she is involved as a director, officer, employee current or agent former director or based on any other duties currently or previously performed by him or her at INXN’s request—with Table of another corporation, partnership, joint venture, trust or other enterprise, against Contents settlements and reasonable expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him them in connection with such action, suit any proceeding to which they may be made or proceeding if he acted in good faith and in a manner he reasonably believed threatened to be made a party by reason of their service in those or not opposed other capacities unless it is established that: (i) the act or omission of the director or officer was material to the best interests matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty; (ii) the Corporationdirector or officer actually received an improper personal benefit in money, and, with respect to property or services; or (iii) in the case of any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit the director or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, officer had reasonable cause to believe that his conduct the act or omission was unlawful. Section 2. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit A court may order indemnification if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent it determines that the Court of Chancery director or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person officer is fairly and reasonably entitled to indemnity for such expenses which indemnification, even though the Court director or officer did not meet the prescribed standard of Chancery conduct or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the Corporation has been successful was adjudged liable on the merits basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Articleits right, or in defense for a judgment of any claimliability on the basis that personal benefit was improperly received, issue is limited to expenses. In addition, Maryland law permits a Maryland corporation to advance reasonable expenses to a director or matter therein, he shall be indemnified officer upon the exception of proceedings primarily aimed at pursuing a claim on his or her own behalf against all costs and expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 4or her and shall pay any damages or fines payable by the (former) director as a result of an act or failure to act. Any This indemnification under sections 1 shall also apply to any claims by INXN or 2 of this Article (unless ordered by a court) shall be made shareholder of INXN. Costs, damages and fines incurred by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination (former) director shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance INXN upon having received a specification of the final disposition of such actionthose costs, suit or proceeding upon receipt of damages and fines subject to an undertaking in writing by the (former) director that he or on behalf of such director or officer she shall repay any reimbursed amount to repay such amount INXN if it shall ultimately be determined that he or she is not entitled to indemnification or if and to the extent an insurer subsequently also pays out the costs, damages and/or fines to the (former) director. There shall be indemnified no entitlement to indemnity: (i) if and to the extent Dutch law would not permit such indemnification; (ii) if and to the extent a competent court has established in a final and conclusive decision that the act or failure to act of the (former) director may be characterized as willful, intentionally reckless or seriously culpable, unless Dutch law provides otherwise Table of Contents receipt of (x) a written affirmation by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as director or officer of his or her good faith belief that he or she has met the Board standard of Directors deems appropriate. Section 6. The conduct necessary for indemnification and advancement (y) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met. To the maximum extent permitted by Maryland law, the DLR charter authorizes DLR to obligate itself, and the DLR bylaws require DLR, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses provided byin advance of final disposition of a proceeding to (i) any present or former director or officer or (ii) any individual who, while a director or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification officer and at DLR’s request, serves or advancement of expenses may be entitled under any bylawhas served another corporation, agreementreal estate investment trust, vote of stockholders or disinterested directors or otherwiselimited liability company, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a directorpartnership, officerjoint venture, trust, employee benefit plan or agent of the Corporation, or is or was serving at the request of the Corporation other enterprise as a director, officer, employee trustee, member, manager or agent partner, in each case who is made or threatened to be made a party to, or witness in, the proceeding by reason of another Corporationhis or her service in that capacity. or this would, partnershipin view of the circumstances of the case, joint venturebe unacceptable according to standards of reasonableness and fairness; or (iii) if and to the extent the costs, trust damages or other enterprise against fines payable by the (former) director are covered by any liability asserted against him insurance and incurred by him the insurer has paid out the costs, damages or fines. The relevant (former) director shall follow XXXX’s instructions relating to the manner of his or her defense and consult with XXXX in advance about the manner of such defense. The person concerned shall not: (i) acknowledge any such capacitypersonal liability, (ii) waive any defense, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituentiii) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed agree on a person with respect to any employee benefit plan; and references to "serving at the request settlement, without INXN’s prior written consent. Table of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article.Contents

Indemnification of Directors and Officers. The Company ----------------------------------------- shall indemnify, to the fullest extent permitted by the General Corporation Law of the State of Delaware as presently in effect or as hereafter amended: (a) Subject to the provisions of Section 1. The Corporation shall indemnify 8.11, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether external or internal to the Company (other than an action by or in the right of the CorporationCompany) by reason of the fact that he or she is or was a director, officer, employee director or agent officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employee director or agent officer of another corporationCompany, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such actionsuit, suit action or proceeding if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had no not reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, that the person had no reasonable cause to believe that his or her conduct was unlawfullawful. Section 2. The Corporation shall indemnify any (b) Any person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation Company to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee director or agent officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employee director or agent officer of another Corporationcorporation, partnership, joint venture, trust or other enterprise enterprise, against expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article.

Indemnification of Directors and Officers. Section 1. (a) The Corporation shall shall: (i) indemnify to the fullest extent permitted by law as in effect on the date of adoption of these by-laws or as it may thereafter be amended, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee director or agent officer of the Corporation, or is or was serving at the request of the Corporation as a directordirector or officer of another corporation, officer, or in the case of an officer or director of the Corporation is or was serving as an employee or agent of another corporation, a partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.; and Section 2. The Corporation shall (ii) indemnify to the fullest extent permitted by law as in effect on the date of adoption of these by-laws or as it may thereafter be amended, any person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee director or agent officer of the Corporation, or is or was serving at the request of the Corporation as a directordirector or officer of another corporation, officer, or in the case of an officer or director of the Corporation is or was serving as an employee or agent of another Corporation, a partnership, joint venture, trust or other enterprise against expenses (including attorneys' ’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3(b) The Corporation shall be required to indemnify an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee against the Corporation or any of its directors, officers or employees only if the initiation of such proceeding (or part thereof) by the indemnitee was authorized by the Board of Directors. Notwithstanding the foregoing, the Corporation shall be required to indemnify an indemnitee in connection with a proceeding seeking to enforce rights to indemnification without the authorization of the Board of Directors to the extent that such proceeding is successful on the merits. To the extent that a director, officer, employee director or agent officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 subsections (i) and (ii) of this ArticleSection 6.05, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection therewith. Section 4. (c) Any indemnification under sections 1 or 2 subsections (i) and (ii) of this Article Section 6.05 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee director or agent officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such sectionsubsections (i) and (ii) of this Section 6.05. Such determination shall be made: made (a1) By the Board of Directors by a majority vote of a quorum consisting of the directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, orproceedings, even though less than a quorum; or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (3) if obtainable a quorum of disinterested there are no such directors, or if such directors so directsdirect, by independent legal counsel in a written opinion, or ; or (c4) By by the stockholders. Section 5. (d) Expenses (including attorneys' ’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may described in subsections (i) and (ii) of this Section 6.05 shall, in the case of directors of the Corporation, and may, in the case of officers of the Corporation, be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Sectionthese by-laws. Such expenses (including attorneys' ’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors Corporation deems appropriate. Section 6. (e) The indemnification and advancement of expenses provided by, or granted pursuant to to, the other sections paragraphs of this Article these by-laws shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylawby-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. (f) The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity. (g) Any repeal or modification of the foregoing provisions of this Section 7. 6.05 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. (h) The Corporation shall have power to purchase Board of Directors may authorize and maintain direct that insurance be purchased and maintained on behalf of any person who is or was a director, officer, employee director or agent officer of the Corporation, or is or was serving at the request of the Corporation as a directordirector or officer of another corporation, officer, or in the case of an officer or director of the Corporation is or was serving as an employee or agent of another Corporation, a partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Articlethese by-laws. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article.

Indemnification of Directors and Officers. Section 1. The Corporation LLC shall indemnify indemnify, defend and hold harmless, to the fullest extent permitted by the Act as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the LLC to provide broader indemnification rights than the Act permitted the LLC to provide prior to such amendment): (a) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action or suit by or in the right of the CorporationLLC) by reason of the fact that he such person is or was a director, officer, employee Director or agent officer of the CorporationLLC, or is or was serving at the request of the Corporation LLC as a director, officer, employee director or agent officer of another corporation, partnership, joint venture, trust or other enterpriseenterprise (any such person, against expenses (including attorneys' feesan “Indemnifiable Director or Officer”), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with that such action, suit or proceeding if he acted person did not act in good faith and in a manner he which such person reasonably believed to be in or not opposed to the best interests of the Corporation, andLLC or, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the such person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. The Corporation Notwithstanding the foregoing, the LLC shall indemnify any such person seeking indemnification in connection with an action, suit or proceeding initiated by such person only if the initiation and continued prosecution of such action, suit or proceeding was authorized by the Board. (b) Any person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action action, suit or suit proceeding by or in the right of the Corporation LLC to procure a judgment in its favor by reason of the fact that he such person is or was a directoran Indemnifiable Director or Officer, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' ’ fees) actually and reasonably incurred by him such person in connection with the defense or settlement of such action action, suit or suit proceeding if he such person acted in good faith and in a manner he such person reasonably believed to be in or not opposed to the best interests of the Corporation and except LLC; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such person’s duties to the Corporation unless LLC unless, and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. (c) To the extent that a director, officer, employee Director or agent of the Corporation officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 paragraphs (a) or 2 of this Article(b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent person may consult with legal counsel in a written opinion, or (c) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officersprofessional counsel, and employees or agents, so that any actions taken by such person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith reliance on, and in a manner he reasonably believed to be in accordance with, the interest opinion or advice of the participants and beneficiaries of an employee benefit plan such counsel shall be deemed to have acted be fully protected and justified and made in a manner "not opposed to the best interests of the Corporation" as referred to in this Articlegood faith.

Indemnification of Directors and Officers. Section 1. The Corporation shall Pursuant to our bylaws we have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the CorporationCTT) by reason of the fact that he such person is or was a directorone of our directors, officerofficers, employee employees or agent of the Corporationagents, or is or was serving at the our request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him such person in connection with such action, suit or proceeding if he such person acted in good faith and in a manner he such person reasonably believed to be in or not opposed to the our best interests of the Corporationinterests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Our bylaws also give us the person did not act in good faith and in a manner which he reasonably believed power to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. The Corporation shall indemnify any person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the our right of the Corporation to procure a judgment in its our favor by reason of the fact that he such person is or was a directorone of our directors, officerofficers, employee employees or agent of the Corporationagents, or is or was serving at the our request of the Corporation as a director, officer, employee or agent of another Corporationcorporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him such person in connection with the defense or settlement of such action or suit if he such person acted in good faith and in a manner he such person reasonably believed to be in or not opposed to the our best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the Corporation us unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the such Court of Chancery or such other court shall deem proper. Section 3. To Our bylaws also provide that to the extent that a directorone of our directors, officerofficers, employee employees or agent of the Corporation agents has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Articleproceeding, or in defense of any claim, issue or matter therein, he such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him such person in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination Our bylaws further provide that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the our Board of Directors may, by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance majority of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the full Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided byDirectors, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power authorize us to purchase and maintain insurance on behalf of any person who is or was a directorone of our directors, officerofficers, employee employees or agent of the Corporationagents, or is or was serving at the our request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article.

Indemnification of Directors and Officers. Section 17.1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 27.2. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' ’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 37.3. To the extent that a director, officer, employee present or agent former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 7.1 or 2 of this Article7.2, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him or her in connection therewith. Section 47.4. Any indemnification under sections 1 Sections 7.1 or 2 of this Article 7.2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee director or agent officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, oreven though less than a quorum; (b) If By a committee of such a quorum is not obtainable, ordirectors designated by majority vote of such directors, even if obtainable though less than a quorum of disinterested directors so directs, by quorum; (c) By independent legal counsel in a written opinion, if there are no such directors, or such directors so direct; or (cd) By the stockholders. Section 57.5. Expenses (including attorneys' ’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' ’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 67.6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. Section 77.7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporationcorporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article. Section 87.8. For purposes of this Article, references to "“the Corporation" ” shall include, in addition to the resulting Corporationcorporation, any constituent Corporation corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer officer, employee or agent of such constituent Corporationcorporation, or is or was serving at the request of such constituent Corporation corporation as a director, officer, employee or agent of another Corporationcorporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation corporation as he or she would have with respect to such constituent Corporation corporation of its separate existence had continued. Section 97.9. For purposes of this Article, references to "“other enterprises" ” shall include employee benefit plans; references to "“fines" ” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "“serving at the request of the Corporation" ” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "“not opposed to the best interests of the Corporation" ” as referred to in this Article. 7.10. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 7.11. No director or officer of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director’s or the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director or officer derived an improper personal benefit.

Indemnification of Directors and Officers. Section 1. The Corporation shall Pursuant to our bylaws we have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the CorporationCTT) by reason of the fact that he such person is or was a directorone of our directors, officerofficers, employee employees or agent of the Corporationagents, or is or was serving at the our request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him such person in connection with such action, suit or proceeding if he such person acted in good faith and in a manner he such person reasonably believed to be in or not opposed to the our best interests of the Corporationinterests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Our bylaws also give us the person did not act in good faith and in a manner which he reasonably believed power to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. The Corporation shall indemnify any person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the our right of the Corporation to procure a judgment in its our favor by reason of the fact that he such person is or was a directorone of our directors, officerofficers, employee employees or agent of the Corporationagents, or is or was serving at the our request of the Corporation as a director, officer, employee or agent of another Corporationcorporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him such person in connection with the defense or settlement of such action or suit if he such person acted in good faith and in a manner he such person reasonably believed to be in or not opposed to the our best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the Corporation us unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the such Court of Chancery or such other court shall deem proper. Section 3. To Our bylaws also provide that to the extent that a directorone of our directors, officerofficers, employee employees or agent of the Corporation agents has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Articleproceeding, or in defense of any claim, issue or matter therein, he such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him such person in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination Our bylaws further provide that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the our Board of Directors may by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance majority of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the full Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided byDirectors, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power authorize us to purchase and maintain insurance on behalf of any person who is or was a directorone of our directors, officerofficers, employee employees or agent of the Corporationagents, or is or was serving at the our request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article.,

Indemnification of Directors and Officers. Section 1. The 145(a) of the Delaware General Corporation shall Law provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that corporation), because he or she is or was a director, officer, employee or agent of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him the person in connection with such action, suit or proceeding proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests Section 145(b) of the CorporationDelaware General Corporation Law provides, andin general, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. The Corporation shall a corporation may indemnify any person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation corporation to procure a judgment in its favor by reason of because the fact that he person is or was a director, officer, employee or agent of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee or agent of another Corporationcorporation, partnership, joint venture, trust or other enterprise enterprise, against expenses (including attorneys' ’ fees) actually and reasonably incurred by him the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and corporation, except that no indemnification shall be made in with respect of to any claim, issue or matter as to which such person he or she shall have been adjudged to be liable to the Corporation corporation unless and only to the extent that the Court of Chancery or the other adjudicating court in which such action or suit was brought shall determine upon application determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person he or she is fairly and reasonably entitled to indemnity for such expenses which that the Court of Chancery or such other adjudicating court shall deem proper. . Section 3. To 145(g) of the extent Delaware General Corporation Law provides, in general, that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding corporation may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee or agent of another Corporationcorporation, partnership, joint venture, trust or other enterprise against any liability asserted against him such person and incurred by him such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation corporation would have the power to indemnify him the person against such liability under Section 145 of the provisions Delaware General Corporation Law. Our Certificate of this Article. Section 8Incorporation, or Charter, provides that no director shall be personally liable for monetary damages for breach of fiduciary duty as a director to the fullest extent that the Delaware General Corporation Law or any other law of the State of Delaware permits the limitation or elimination of the liability of directors. For purposes Our Charter further provides that any repeal or modification of this Articlesuch article by our stockholders or amendment to the Delaware General Corporation Law will not adversely affect any right or protection existing at the time of such repeal or modification with respect to any acts or omissions occurring before such repeal or modification of a director serving at the time of such repeal or modification. Our Bylaws, references to "or the Corporation" shall includeBylaws, provide that we will indemnify each of our directors and officers and, in addition the discretion of our board of directors, certain employees, to the resulting Corporationfullest extent permitted by the Delaware General Corporation Law as the same may be amended (except that in the case of amendment, only to the extent that the amendment permits us to provide broader indemnification rights than the Delaware General Corporation Law permitted us to provide prior to such the amendment) against any constituent Corporation (including and all expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by the director, officer or such employee or on the director’s, officer’s or employee’s behalf in connection with any constituent of threatened, pending or completed proceeding or any claim, issue or matter therein, to which he or she is or is threatened to be made a constituent) absorbed in a consolidation party because he or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who she is or was serving as a director, officer or employee or agent of such constituent Corporationour company, or is or was serving at the our request of such constituent Corporation as a director, partner, trustee, officer, employee or agent of another Corporationcorporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, shall stand in the same position under this Article with respect to the resulting if he or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who she acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "or not opposed to the best interests of our company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Article VII, Section 5 of the Corporation" Bylaws further provides for the advancement of expenses to each of our directors and, in the discretion of the board of directors, to certain officers and employees. In addition, the Bylaws provide that the right of each of our directors and officers to indemnification and advancement of expenses shall be a contract right and shall not be exclusive of any other right now possessed or hereafter acquired under any statute, provision of the Charter or Bylaws, agreement, vote of stockholders or otherwise. Furthermore, Article VII, Section 7 of the Bylaws authorizes us to provide insurance for our directors, officers and employees, against any liability, whether or not we would have the power to indemnify such person against such liability under the Delaware General Corporation Law or the provisions of Article VII of the Bylaws. In connection with the sale of common stock being registered hereby, we have entered into indemnification agreements with each of our directors and our executive officers. These agreements provide that we will indemnify each of our directors and such officers to the fullest extent permitted by law and the Charter and Bylaws. We also maintain a general liability insurance policy, which covers certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as referred to in this Articledirectors or officers.

Indemnification of Directors and Officers. Section 1. 7.1 The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. 7.2 The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. 7.3 To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him or her in connection therewith. Section 4. 7.4 Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) By the stockholders. Section 5. 7.5 Expenses (including attorneys' ’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' ’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. 7.6 The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylawBylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. 7.7 The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 8. 7.8 For purposes of this Article, references to "“the Corporation" ” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. 7.9 For purposes of this Article, references to "“other enterprises" ” shall include employee benefit plans; references to "“fines" ” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "“serving at the request of the Corporation" ” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "“not opposed to the best interests of the Corporation" ” as referred to in this Article. 7.10 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 7.11 No director or officer of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director’s or the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 78.300 of the Nevada Revised Statutes, or (iv) for any transaction from which the director or officer derived an improper personal benefit.

Indemnification of Directors and Officers. Section 1. The Corporation shall Company shall, to the fullest extent permitted by law, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) proceeding by reason of the fact that he such person is or was a directorDirector, officer, employee employee, or agent of the Corporation, Company or is or was serving at the request of the Corporation Company as a director, officer, employee Director or agent officer of another corporation, partnershiptrust, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by him such person in connection with such action, suit suit, or proceeding if he such person acted in good faith and in a manner he such person reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests interest of the CorporationCompany, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 2. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any a civil, criminal, administrative administrative, or investigative action, suit suit, or proceeding proceeding, may be paid by the Corporation Company in advance of the final disposition of such action, suit suit, or proceeding as authorized by the Board of Directors, whether a disinterested quorum exists or not, upon receipt of an undertaking by or on behalf of such director the Director, officer, employee, or officer agent to repay such amount if amount, unless it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation Company as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article.

Indemnification of Directors and Officers. Section 1. (a) The Corporation corporation shall indemnify to the maximum extent permitted by law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporationcorporation) by reason of the fact that he is or was a director, officer, employee director or agent officer of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee director or agent officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporationcorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporationcorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. (b) The Corporation corporation shall indemnify to the maximum extent permitted by law any person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee director or agent officer of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee director or agent officer of another Corporationcorporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation corporation and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the such Court of Chancery or such other court shall deem proper. Section 3. (c) To the extent that a director, officer, employee director or agent officer of the Corporation has been corporation shall be successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Articleparagraphs (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 4. (d) Any indemnification under sections 1 or 2 of this Article paragraphs (a) and (b) (unless ordered by a court) shall be made by the Corporation corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee director or agent officer is proper in the circumstances because he has met the applicable standard of conduct set forth in such sectionparagraphs (a) and (b). Such determination shall be made: made (a1) By by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or or (b2) If by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (3) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, oror (4) by the stockholders. The corporation, acting through its Board of Directors or otherwise, shall cause such determination to be made if so requested by any person who is indemnifiable under this Article V. (ce) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may shall be paid by the Corporation corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation corporation as authorized in this Section. Such expenses Article V. (including attorneys' feesf) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to to, the other sections paragraphs of this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. (g) The Corporation shall have power Board of Directors may authorize, by a vote of a majority of a quorum of the Board of Directors, the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee director or agent officer of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee director or agent officer of another Corporationcorporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation corporation would have the power to indemnify him against such liability under the provisions of this Article.Article V. Section 8. (h) For the purposes of this ArticleArticle V, references to "the Corporationcorporation" shall include, in addition to the resulting Corporationcorporation, any constituent Corporation corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees directors or agents, officers so that any person who is or was a director, director or officer employee or agent of such constituent Corporationcorporation, or is or was serving at the request of such constituent Corporation corporation as a director, officer, employee director or agent officer of another Corporationcorporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving Corporation corporation as he would have with respect to such constituent Corporation of corporation if its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article.

Indemnification of Directors and Officers. Section 1. The Corporation Corporation, to the fullest extent and in the manner permitted by the laws of the State of Delaware as in effect from time to time, shall indemnify in accordance with the following provisions of this Article VI any person (a “Covered Person”) who was or is made a party or to, is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceedingproceeding (including any appeal thereof), whether civil, criminal, administrative administrative, regulatory or investigative in nature (other than an action by or in the right of the Corporation) ), by reason of the fact that he such Covered Person is or was a director, officer, employee director or agent officer of the Corporation, or, at a time when he or she was a director or officer of the Corporation, is or was serving at the request of of, or to represent the interests of, the Corporation as a director, officer, partner, member, trustee, fiduciary, employee or agent (a “Subsidiary Officer”) of another corporation, partnership, joint venture, trust limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for-profit public service organization or trade association (an “Affiliated Entity”), against expenses (including attorneys' fees’ fees and disbursements), costs, judgments, fines fines, penalties and amounts paid in settlement actually and reasonably incurred by him such Covered Person in connection with such action, suit or proceeding if he such Covered Person acted in good faith and in a manner he such Covered Person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, that the Corporation shall not be obligated to indemnify against any amount paid in settlement unless the Corporation has consented to such settlement. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, settlement or conviction or upon a plea of nolo contendere or its equivalent, equivalent shall not, of itself, create a presumption that the person Covered Person did not act in good faith and in a manner which he such Covered Person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such Covered Person had reasonable cause to believe that his or her conduct was unlawful. Section 2. The Corporation shall indemnify any person who was or is a party, or is threatened Notwithstanding anything to be made a party to any threatened, pending or completed action or suit by or the contrary in the right foregoing provisions of the Corporation to procure this paragraph, a judgment in its favor by reason of the fact that he is or was a directorCovered Person shall not be entitled, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a directormatter of right, officer, employee to indemnification pursuant to this paragraph against costs or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified commenced by such Covered Person against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit any Affiliated Entity or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporationpartner, or is or was serving at the request of the Corporation as a directormember, officertrustee, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officerfiduciary, employee or agent of the Corporation which imposes duties onor a Subsidiary Officer of any Affiliated Entity in their capacity as such, or involves services by, but such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and indemnification may be provided by the Corporation in a manner he reasonably believed to be in the interest specific case as permitted by Section 6.6 of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed this Article VI; provided that such Covered Person shall, to the best interests of the Corporation" as referred fullest extent permitted by law, be entitled to indemnification in connection with any action, suit or proceeding commenced by such Covered Person to enforce his or her rights under this ArticleArticle VI.

Indemnification of Directors and Officers. Section 1. The Corporation LLC shall indemnify indemnify, to the fullest extent permitted by the Act as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the LLC to provide broader indemnification rights than the Act permitted the LLC to provide prior to such amendment): (a) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action or suit by or in the right of the CorporationLLC) by reason of the fact that he is or was a director, officer, employee Director or agent officer of the CorporationLLC, or is or was serving at the request of the Corporation LLC as a director, officer, employee director or agent officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such actionsuit, suit action or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CorporationLLC, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, LLC and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2lawful. The Corporation Notwithstanding the foregoing, the LLC shall indemnify any such person seeking indemnification in connection with an action, suit or proceeding initiated by such person only if the initiation and continued prosecution of such action, suit or proceeding was authorized by the Board of Directors. (b) Any person who was or is a party, party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation LLC to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee Director or agent officer of the CorporationLLC, or is or was serving at the request of the Corporation LLC as a director, officer, employee director or agent officer of another Corporationcorporation, partnership, joint venture, trust or other enterprise enterprise, against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation LLC and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Corporation unless LLC unless, and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. (c) To the extent that a director, officer, employee Director or agent of the Corporation officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 paragraphs (a) or 2 of this Article(b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection therewith. Section 4. Any indemnification under sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent person may consult with legal counsel in a written opinion, or (c) By the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article. Section 8. For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officersprofessional counsel, and employees or agents, so that any actions taken by such person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he would have with respect to such constituent Corporation of its separate existence had continued. Section 9. For purposes of this Article, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith reliance on, and in a manner he reasonably believed to be in accordance with, the interest opinion or advice of the participants and beneficiaries of an employee benefit plan such counsel shall be deemed to have acted be fully protected and justified and made in a manner "not opposed to the best interests of the Corporation" as referred to in this Articlegood faith.